Crawford & Company (CRD-A) 10-Q 2021 Q3 Quarterly report

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ____ to ____

Commission file number 1-10356

CRAWFORD & COMPANY

(Exact name of Registrant as specified in its charter)

Georgia	58-0506554
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5335 Triangle Parkway
Peachtree Corners, Georgia	30092
(Address of principal executive offices)	(Zip Code)

(404) 300-1000

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock — $1.00 Par Value	CRD-A	New York Stock Exchange, Inc.
Class B Common Stock — $1.00 Par Value	CRD-B	New York Stock Exchange, Inc.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

The number of shares outstanding of each class of the Registrant's common stock, as of November 1, 2021, was as follows:

Class A Common Stock, $1.00 par value: 30,619,912

Class B Common Stock, $1.00 par value: 22,398,645

CRAWFORD & COMPANY

Quarterly Report on Form 10-Q

Quarter Ended September 30, 2021

Table of Contents

		Page
Part I. Financial Information
Item 1.	Financial Statements:	3
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2021 and 2020	3
	Condensed Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended September 30, 2021 and 2020	5
	Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2021 and December 31, 2020	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2021 and 2020	8
	Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the three months ended March 31, June 30 and September 30, 2021 and 2020	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	11
	Report of Independent Registered Public Accounting Firm	27
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47
Part II. Other Information
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 5.	Other Items	49
Item 6.	Exhibits	51
Signatures		52

2

Part I — Financial Information

Item 1. Financial Statements

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

	Three Months Ended September 30,
(In thousands, except per share amounts)	2021		2020
Revenues:
Revenues before reimbursements	$	288,500	$	253,124
Reimbursements		9,062		8,545
Total Revenues		297,562		261,669
Costs and Expenses:
Costs of services provided, before reimbursements		211,017		177,061
Reimbursements		9,062		8,545
Total costs of services		220,079		185,606
Selling, general, and administrative expenses		60,759		52,065
Corporate interest expense, net of interest income of $0 and $98, respectively		1,648		1,599
Gain on disposition of business		0		(14,104	)
Total Costs and Expenses		282,486		225,166
Other Income (Expense), net		902		(65	)
Income Before Income Taxes		15,978		36,438
Provision for Income Taxes		4,866		11,729
Net Income		11,112		24,709
Net Loss (Income) Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests		83		(312	)
Net Income Attributable to Shareholders of Crawford & Company	$	11,195	$	24,397
Earnings Per Share - Basic:
Class A Common Stock	$	0.21	$	0.46
Class B Common Stock	$	0.21	$	0.46
Earnings Per Share - Diluted:
Class A Common Stock	$	0.20	$	0.46
Class B Common Stock	$	0.21	$	0.46
Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		30,711		30,643
Class B Common Stock		22,407		22,510
Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		31,954		30,937
Class B Common Stock		22,407		22,510

(See accompanying notes to condensed consolidated financial statements)

3

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

	Nine Months Ended September 30,
(In thousands, except per share amounts)	2021		2020
Revenues:
Revenues before reimbursements	$	809,138	$	725,071
Reimbursements		27,124		25,519
Total Revenues		836,262		750,590
Costs and Expenses:
Costs of services provided, before reimbursements		589,375		518,263
Reimbursements		27,124		25,519
Total costs of services		616,499		543,782
Selling, general, and administrative expenses		178,120		163,327
Corporate interest expense, net of interest income of $319 and $131, respectively		4,443		6,275
Goodwill impairment		0		17,674
Restructuring costs		0		5,714
Gain on disposition of businesses, net		0		(13,763	)
Total Costs and Expenses		799,062		723,009
Other Income (Expense), net		2,676		(355	)
Income Before Income Taxes		39,876		27,226
Provision for Income Taxes		10,927		9,554
Net Income		28,949		17,672
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests		90		1,224
Net Income Attributable to Shareholders of Crawford & Company	$	29,039	$	18,896
Earnings Per Share - Basic:
Class A Common Stock	$	0.55	$	0.36
Class B Common Stock	$	0.55	$	0.34
Earnings Per Share - Diluted:
Class A Common Stock	$	0.53	$	0.36
Class B Common Stock	$	0.54	$	0.34
Weighted-Average Shares Used to Compute Basic Earnings Per Share:
Class A Common Stock		30,786		30,575
Class B Common Stock		22,438		22,533
Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
Class A Common Stock		31,916		30,810
Class B Common Stock		22,438		22,533

(See accompanying notes to condensed consolidated financial statements)

4

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unaudited

	Three Months Ended September 30,
(In thousands)	2021			2020
Net Income	$	11,112		$	24,709
Other Comprehensive (Loss) Income:
Net foreign currency translation (loss) gain, net of tax of $0 and $0, respectively		(5,529	)		11,845
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $657 and $676, respectively		1,908			2,036
Other Comprehensive (Loss) Income		(3,621	)		13,881
Comprehensive Income		7,491			38,590
Comprehensive loss (income) attributable to noncontrolling interests and redeemable noncontrolling interests		282			(247	)
Comprehensive Income Attributable to Shareholders of Crawford & Company	$	7,773		$	38,343

	Nine Months Ended September 30,
(In thousands)	2021		2020
Net Income	$	28,949	$	17,672
Other Comprehensive Income:
Net foreign currency translation gain, net of tax of $0 and $0, respectively		7,279		5,152
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,987 and $1,977, respectively		5,737		5,849
Other Comprehensive Income		13,016		11,001
Comprehensive Income		41,965		28,673
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests		273		1,665
Comprehensive Income Attributable to Shareholders of Crawford & Company	$	42,238	$	30,338

(See accompanying notes to condensed consolidated financial statements)

5

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

			*
(In thousands)	September 30, 2021		December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	36,929	$	44,656
Accounts receivable, less allowance for expected credit losses of $9,114 and $9,464, respectively		136,729		123,060
Unbilled revenues, at estimated billable amounts		127,510		103,528
Income taxes receivable		2,311		1,269
Prepaid expenses and other current assets		37,002		29,490
Total Current Assets		340,481		302,003
Net Property and Equipment		34,015		36,402
Other Assets:
Operating lease right-of-use assets, net		100,895		109,315
Goodwill		85,696		66,537
Intangible assets arising from business acquisitions, net		75,613		71,176
Capitalized software costs, net		73,418		71,021
Deferred income tax assets		25,003		25,595
Other noncurrent assets		71,375		70,935
Total Other Assets		432,000		414,579
TOTAL ASSETS	$	806,496	$	752,984

* Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

6

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS — CONTINUED

Unaudited

				*
(In thousands, except par value amounts)	September 30, 2021			December 31, 2020
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term borrowings	$	1,582		$	1,837
Accounts payable		38,658			41,544
Accrued compensation and related costs		93,334			81,848
Self-insured risks		10,514			11,390
Income taxes payable		0			5,822
Operating lease liability		26,029			32,745
Other accrued liabilities		48,617			40,375
Deferred revenues		30,545			27,233
Total Current Liabilities		249,279			242,794
Noncurrent Liabilities:
Long-term debt and finance leases, less current installments		139,028			111,758
Operating lease liability		89,324			93,228
Deferred revenues		24,035			24,136
Accrued pension liabilities		36,884			53,886
Other noncurrent liabilities		48,239			40,254
Total Noncurrent Liabilities		337,510			323,262
Shareholders' Investment:
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,613 and 30,847 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		30,613			30,847
Class B common stock, $1.00 par value; 50,000 shares authorized; 22,399 and 22,510 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		22,399			22,510
Additional paid-in capital		73,768			67,193
Retained earnings		279,273			265,245
Accumulated other comprehensive loss		(185,657	)		(198,856	)
Shareholders' Investment Attributable to Shareholders of Crawford & Company		220,396			186,939
Noncontrolling interests		(689	)		(11	)
Total Shareholders' Investment		219,707			186,928
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT	$	806,496		$	752,984

* Derived from the audited Consolidated Balance Sheet

(See accompanying notes to condensed consolidated financial statements)

7

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

	Nine Months Ended September 30,
(In thousands)	2021			2020
Cash Flows From Operating Activities:
Net income	$	28,949		$	17,672
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		30,768			30,150
Goodwill impairment		0			17,674
Gain on disposition of businesses, net		0			(13,763	)
Stock-based compensation		5,564			2,732
Changes in operating assets and liabilities:
Accounts receivable, net		(7,352	)		485
Unbilled revenues, net		(18,990	)		(9,223	)
Accrued or prepaid income taxes		(8,627	)		2,462
Accounts payable and accrued liabilities		6,798			16,097
Deferred revenues		2,130			(1,491	)
Accrued retirement costs		(13,243	)		(6,101	)
Prepaid expenses and other operating activities		(5,954	)		622
Net cash provided by operating activities		20,043			57,316
Cash Flows From Investing Activities:
Acquisitions of property and equipment		(5,251	)		(10,850	)
Capitalization of computer software costs		(15,372	)		(12,793	)
Proceeds from settlement of life insurance policies		4,937			0
Payments for business acquisitions, net of cash acquired		(23,141	)		0
Cash proceeds from disposition of businesses, net of cash disposed		0			19,273
Net cash used in investing activities		(38,827	)		(4,370	)
Cash Flows From Financing Activities:
Cash dividends paid		(9,577	)		(6,986	)
Repurchases of common stock		(6,076	)		(2,666	)
Increases in revolving credit facility borrowings		58,449			76,876
Payments on revolving credit facility borrowings		(31,808	)		(124,454	)
Payments of contingent consideration on acquisitions		(1,683	)		0
Other financing activities		629			(21	)
Net cash provided by (used in) financing activities		9,934			(57,251	)
Effects of exchange rate changes on cash and cash equivalents		1,123			1,242
Decrease in cash and cash equivalents		(7,727	)		(3,063	)
Cash and cash equivalents at beginning of year		44,656			51,802
Cash and cash equivalents at end of period	$	36,929		$	48,739

(See accompanying notes to condensed consolidated financial statements)

8

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

Unaudited

(In thousands, except per share amounts)

	Common Stock												Accumulated			Shareholders' Investment Attributable to
2021	Class A Non-Voting			Class B Voting			Additional Paid-In Capital			Retained Earnings			Other Comprehensive Loss			Shareholders of Crawford & Company			Noncontrolling Interests			Total Shareholders' Investment
Balance at January 1, 2021	$	30,847		$	22,510		$	67,193		$	265,245		$	(198,856	)	$	186,939		$	(11	)	$	186,928
Net income		—			—			—			6,064			—			6,064			(30	)		6,034
Other comprehensive income		—			—			—			—			12,590			12,590			(14	)		12,576
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(3,198	)		—			(3,198	)		—			(3,198	)
Stock-based compensation		—			—			1,609			0			—			1,609			—			1,609
Repurchases of common stock		(90	)		(59	)		0			(1,041	)		—			(1,190	)		—			(1,190	)
Shares issued in connection with stock-based compensation plans, net		93			—			(87	)		—			—			6			—			6
Dividends paid to noncontrolling interests		—			—			—			—			—			—			(207	)		(207	)
Balance at March 31, 2021	$	30,850		$	22,451		$	68,715		$	267,070		$	(186,266	)	$	202,820		$	(262	)	$	202,558
Net income		—			—			—			11,780			—			11,780			23			11,803
Other comprehensive income		—			—			—			—			4,031			4,031			30			4,061
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(3,196	)		—			(3,196	)		—			(3,196	)
Stock-based compensation		—			—			1,954			0			—			1,954			—			1,954
Repurchases of common stock		(166	)		(22	)		0			(1,621	)		—			(1,809	)		—			(1,809	)
Shares issued in connection with stock-based compensation plans, net		39			—			250			—			—			289			—			289
Decrease in value of noncontrolling interest due to acquisitions		—			—			(106	)		—			—			(106	)		—			(106	)
Balance at June 30, 2021	$	30,723		$	22,429		$	70,813		$	274,033		$	(182,235	)	$	215,763		$	(209	)	$	215,554
Net income		—			—			—			11,195			—			11,195			(83	)		11,112
Other comprehensive income		—			—			—			—			(3,422	)		(3,422	)		(199	)		(3,621	)
Cash dividends paid (Class A - $0.06 per share, Class B - $0.06 per share)		—			—			—			(3,183	)		—			(3,183	)		—			(3,183	)
Stock-based compensation		—			—			2,001			—			—			2,001			—			2,001
Repurchases of common stock		(275	)		(30	)		—			(2,772	)		—			(3,077	)		—			(3,077	)
Shares issued in connection with stock-based compensation plans, net		165			—			954			—			—			1,119			—			1,119
Dividends paid to noncontrolling interests		—			—			—			—			—			—			(198	)		(198	)
Balance at September 30, 2021	$	30,613		$	22,399		$	73,768		$	279,273		$	(185,657	)	$	220,396		$	(689	)	$	219,707

(See accompanying notes to condensed consolidated financial statements)

9

CRAWFORD & COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT - CONTINUED

Unaudited

(In thousands, except per share amounts)

	Common Stock												Accumulated			Shareholders' Investment Attributable to
2020	Class A Non-Voting			Class B Voting			Additional Paid-In Capital			Retained Earnings			Other Comprehensive Loss			Shareholders of Crawford & Company			Noncontrolling Interests			Total Shareholders' Investment
Balance at January 1, 2020	$	30,610		$	22,671		$	63,392		$	249,551		$	(206,907	)	$	159,317		$	3,250		$	162,567
Net loss (1)		—			—			—			(11,399	)		—			(11,399	)		120			(11,279	)
Other comprehensive income (loss)		—			—			—			—			(1,545	)		(1,545	)		1			(1,544	)
Cash dividends paid (Class A - $0.07 per share, Class B - $0.05 per share)		—			—			—			(3,268	)		—			(3,268	)		—			(3,268	)
Stock-based compensation		—			—			880			0			—			880			—			880
Repurchases of common stock		(155	)		(161	)		—			(2,350	)		—			(2,666	)		—			(2,666	)
Shares issued in connection with stock-based compensation plans, net		64			—			(54	)		—			—			10			—			10
Decrease in value of noncontrolling interest due to acquisition		—			—			(269	)		—			576			307			(599	)		(292	)
Adoption of Topic 326		—			—			—			(607	)		—			(607	)		—			(607	)
Balance at March 31, 2020	$	30,519		$	22,510		$	63,949		$	231,927		$	(207,876	)	$	141,029		$	2,772		$	143,801
Net income (1)		—			—			—			5,898			—			5,898			481			6,379
Other comprehensive loss		—			—			—			—			(959	)		(959	)		(377	)		(1,336	)
Cash dividends paid (Class A - $0.03 per share, Class B - $0.03 per share)		—			—			—			(1,591	)		—			(1,591	)		—			(1,591	)
Stock-based compensation		—			—			1,118			—			—			1,118			—			1,118
Shares issued in connection with stock-based compensation plans, net		4			—			(4	)		—			—			—			—			—
Increase in value of noncontrolling interest due to disposition		—			—			—			—			—			—			1,249			1,249
Balance at June 30, 2020	$	30,523		$	22,510		$	65,063		$	236,234		$	(208,835	)	$	145,495		$	4,125		$	149,620
Net income (1)		—			—			—			24,397			—			24,397			312			24,709
Other comprehensive income (loss)		—			—			—			—			13,946			13,946			(65	)		13,881
Cash dividends paid (Class A - $0.04 per share, Class B - $0.04 per share)		—			—			—			(2,127	)		—			(2,127	)		(196	)		(2,323	)
Stock-based compensation		—			—			734			—			—			734			—			734
Shares issued in connection with stock-based compensation plans, net		122			—			679			—			—			801			—			801
Decrease in value of noncontrolling interest due to dispositions and acquisition		—			—			(137	)		—			(113	)		(250	)		(4,886	)		(5,136	)
Balance at September 30, 2020	$	30,645		$	22,510		$	66,339		$	258,504		$	(195,002	)	$	182,996		$	(710	)	$	182,286

(1) The total net income (loss) presented in the condensed consolidated statements of shareholders' investment for the three months ended March 31, June 30 and September 30, 2020 excludes $1,880, $257 and $0, respectively, in net loss attributable to the redeemable noncontrolling interests.

(See accompanying notes to condensed consolidated financial statements)

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Based in Atlanta, Georgia, Crawford & Company ("Crawford" or "the Company") is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries.

Shares of the Company's two classes of common stock are traded on the New York Stock Exchange ("NYSE") under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class. The Company's website is www.crawco.com. The information contained on, or hyperlinked from, the Company's website is not a part of, and is not incorporated by reference into, this report.

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Due to the impact of weather activity and the continued economic uncertainty resulting from the COVID-19 pandemic, the Company's operating results for the three and nine months ended September 30, 2021 and financial position as of September 30, 2021 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2021 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in the Company's financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 other than as disclosed herein.

In January 2021, the Company has reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. Certain prior period amounts among the Company’s reportable segments have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported consolidated results. Significant intercompany transactions have been eliminated in consolidation.

The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2020 has been derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and also considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At September 30, 2021 and December 31, 2020, the liabilities of the deferred compensation plan were $7,087,000 and $7,961,000, respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in the related rabbi trust were $11,542,000 and $16,323,000, respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets.

Noncontrolling interests represent the minority shareholders' share of the net income or loss and shareholders' investment in consolidated subsidiaries. Noncontrolling interests are presented as a component of shareholders' investment in the unaudited Condensed Consolidated Balance Sheets and reflect the initial fair value of these investments by noncontrolling shareholders, along with their proportionate share of the income or loss of the subsidiaries, less any dividends or distributions.

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On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company took advantage of certain aspects of the CARES Act such as the deferral of payroll tax deposits, which deferred the payment of 2020 payroll tax withholdings in the U.S., totaling $12,961,000, to be paid in equal installments at the end of 2021 and 2022.

The Canadian government enacted the Canada Emergency Wage Subsidy (“CEWS”) in 2020 to provide a wage subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. The Company met the eligibility criteria to receive the wage subsidy in the first, second and third quarters of 2021, as well as the second, third and fourth quarters of 2020. The wage subsidy is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on the location of the employees, and is recorded as a reduction of compensation expense. The Company recognized $1,778,000 and $5,850,000 in the three months and nine months ended September 30, 2021, respectively, and $4,711,000 and $9,056,000 in the three months and nine months ended September 30, 2020, respectively. The Company will continue to evaluate the impact of government subsidies each period but only expects minimal subsidy after the third quarter.  

2. Recently Issued Accounting Standards

Adoption of New Accounting Standards

Compensation-Retirement Benefits: Changes to the Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued ASU 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)." This update modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This update removes certain disclosure requirements including, but not limited to, the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. This update requires the disclosure of the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This update also clarifies requirements for entities that provide aggregate disclosures for two or more plans. The update is effective for annual periods beginning after December 15, 2020, and interim periods thereafter. Early adoption is permitted. The Company adopted this guidance on January 1, 2021 with no material impact on its disclosures related to its retirement plans.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for foreign equity investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this guidance on January 1, 2021 with no material impact on its results of operation, financial condition and cash flows.

Pending Adoption of Recently Issued Accounting Standards

There were no recently issued accounting standards that will have an impact to the Company.  

3. Revenue Recognition

Revenue from Contracts with Customers

Revenues are recognized when control of the promised services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are recognized net of any sales, use or value added taxes collected from customers, which are subsequently remitted to governmental authorities. As the Company completes its performance obligations which are identified below, it has an unconditional right to consideration as outlined in the Company's contracts. Generally, the Company's accounts receivable are expected to be collected in less than two months, in accordance with the underlying payment terms.

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The Company's Crawford Loss Adjusting segment generates revenue for adjusting services provided to insurance companies and self-insured entities related to property and casualty losses caused by physical damage to commercial and residential real property and certain types of personal property. This segment also generates revenues for claims management services provided to insurance companies and self-insured entities related to large, complex losses with technical adjusting and industry experts servicing a broad range of industries. The Company charges on a fee-per-claim basis for each optional purchase of the claims management services exercised by its customer. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. Task assignment services are single optional purchase performance obligations which are generally satisfied at a point in time when the control of the service is transferred to the customer. Therefore, revenue is recognized when the customer receives the service requested.

The following table presents Crawford Loss Adjusting revenues before reimbursements disaggregated by geography for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
U.S.	$	43,277	$	34,438	$	113,999	$	95,973
U.K.		27,140		24,568		78,385		77,603
Australia		18,907		18,855		55,127		51,590
Canada		13,537		13,797		40,030		42,668
Europe		12,876		11,631		39,525		36,137
Rest of World		8,228		7,640		25,392		23,124
Total Crawford Loss Adjusting Revenues before Reimbursements	$	123,965	$	110,929	$	352,458	$	327,095

The Company’s Crawford TPA Solutions segment is a third party administrator that generates revenue through its Claims Management and Medical Management service lines.

The Claims Management service line includes Workers' Compensation, Liability, Property and Disability Claims Management. This service line also performs additional services such as Accident & Health claims programs, including Affinity type claims, and disability and leave management services. Each claim referred by the customer is considered an additional optional purchase of claims management services under the agreement with the customer. The transaction price is specified in the contract and is fixed for each service. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report the claim and control of these services is transferred to the customer. Revenue is recognized based on historical claim closure rates and claim type applied utilizing a portfolio approach based on time elapsed for these claims as the Company believes this is the most accurate depiction of the transfer of the claims management services to its customer. This service line also provides Legal Services and Risk Management Information Services. For non-claim services, revenue is recognized over time as services are provided and control of these services is transferred to the customer. Revenue is recognized as time elapses as this is the most accurate depiction of the transfer of the service to the customer.

The Company's obligation to manage claims under the Claims Management service line can range from less than one year, on a one- or two-year basis or for the lifetime of the claim. Under certain claims management agreements, the Company receives consideration from a customer at contract inception prior to transferring services to the customer, however, it would begin performing services immediately. The period between a customer’s payment of consideration and the completion of the promised services could be greater than one year. There is no difference between the amount of promised consideration and the cash selling price of the promised services. The fee is billed upfront by the Company in order to provide customers with simplified and predictable ways of purchasing its services and it is customary to invoice service fees when the claim is assigned. The Company considered whether a significant financing component exists and determined that there is not a significant financing component at the contract level.

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The Medical Management service line offers case managers who provide administration services by proactively managing medical treatment for claimants while facilitating an understanding of and participation in their rehabilitation process. Revenue for Medical Management services is recognized over time as the performance obligations are satisfied through the effort expended to manage the medical treatment for claimants and control of these services is transferred to the customer. Medical Management services are generally billed based on time incurred, are considered variable consideration, and revenue is recognized at the amount in which the Company has the right to invoice for services performed. This method of revenue recognition is the most accurate depiction of the transfer of the Medical Management service to the customer. Medical bill review services provide an analysis of medical charges for clients’ claims to identify opportunities for savings. Medical bill review services revenues are recognized over time as control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer.

The following tables present Crawford TPA Solutions revenues before reimbursements disaggregated by service line and geography for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
(in thousands)	Claims Management Services		Medical Management Services		Total		Claims Management Services		Medical Management Services		Total
U.S.	$	38,326	$	37,478	$	75,804	$	35,133	$	35,593	$	70,726
U.K.		6,063		0		6,063		4,145		0		4,145
Canada		4,351		0		4,351		5,489		0		5,489
Europe and Rest of World		14,003		0		14,003		8,548		0		8,548
Total Crawford TPA Solutions Revenues before Reimbursements	$	62,743	$	37,478	$	100,221	$	53,315	$	35,593	$	88,908

	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
(in thousands)	Claims Management Services		Medical Management Services		Total		Claims Management Services		Medical Management Services		Total
U.S.	$	114,028	$	111,954	$	225,982	$	105,755	$	112,237	$	217,992
U.K.		16,512		0		16,512		12,385		0		12,385
Canada		14,163		0		14,163		17,521		0		17,521
Europe and Rest of World		42,183		0		42,183		27,675		0		27,675
Total Crawford TPA Solutions Revenues before Reimbursements	$	186,886	$	111,954	$	298,840	$	163,336	$	112,237	$	275,573

The Company's Crawford Platform Solutions segment principally generates revenues through its Contractor Connection and Networks service lines.

The Contractor Connection service line generates revenue through its independently managed contractor network. Contractor Connection primarily generates revenue by receiving a fee for each project that is sold by its network of contractors. Revenue is recognized at a point in time once the consumer accepts the contractor's proposal as Contractor Connection’s performance obligation of referring projects to its contractors has been completed and the Company is entitled to consideration at that time. The contractor takes control of the service upon the consumer’s acceptance of the contractor’s proposal.

The Networks service line generates revenues for claims management services provided to insurance companies and self-insured entities related to property, casualty and catastrophic losses. Networks also generates revenue by providing on-demand inspection, verification and other task specific field services for businesses and consumers. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims, applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount in which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer.

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The following table presents Crawford Platform Solutions revenues before reimbursements disaggregated by service line and geography for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
(in thousands)	Contractor Connection		Network Business		Total		Contractor Connection		Network Business		Total
U.S.	$	18,591	$	37,882	$	56,473	$	20,076	$	27,480	$	47,556
U.K.		2,561		0		2,561		1,338		16		1,354
Canada		1,960		1,190		3,150		1,786		1,194		2,980
Europe and Rest of World		509		1,621		2,130		342		1,055		1,397
Total Crawford Platform Solutions Revenues before Reimbursements	$	23,621	$	40,693	$	64,314	$	23,542	$	29,745	$	53,287

	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
(in thousands)	Contractor Connection		Network Business		Total		Contractor Connection		Network Business		Total
U.S.	$	54,644	$	82,045	$	136,689	$	53,271	$	51,819	$	105,090
U.K.		7,352		18		7,370		4,984		37		5,021
Canada		5,669		2,747		8,416		4,398		3,752		8,150
Europe and Rest of World		1,381		3,984		5,365		675		3,467		4,142
Total Crawford Platform Solutions Revenues before Reimbursements	$	69,046	$	88,794	$	157,840	$	63,328	$	59,075	$	122,403

In the normal course of business, the Company's segments incur certain out-of-pocket expenses that are thereafter reimbursed by its customers. The Company controls the promised good or service before it is transferred to its customer, therefore it is a principal in the transaction. These out-of-pocket expenses and associated reimbursements are reported on a gross basis within expenses and revenues, respectively, in the Company's unaudited Condensed Consolidated Statements of Operations.

Arrangements with Multiple Performance Obligations

For claims management services, the Company typically has one performance obligation; however, it also provides the customer with an option to acquire additional services. The Company sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims. The Company typically provides a menu of offerings from which the customer chooses to purchase at its option. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other services or quantities requested by the customer. For example, if the Company provides claims processing for both auto and general liability, those services are priced and delivered independently.

Contract Balances

The timing of revenue recognition, billings and cash collections result in billed accounts receivables, contract assets (reported as "Unbilled revenues at estimated billable amounts") and contract liabilities (reported as "Deferred revenues") on the Company’s unaudited Condensed Consolidated Balance Sheets. Unbilled revenues is a contract asset for revenue that has been recognized in advance of billing the customer, resulting from professional services delivered that the Company expects and is entitled to receive as consideration under certain contracts. Billing requirements vary by contract but substantially all unbilled revenues are billed within one year.

When the Company receives consideration from a customer prior to transferring services to the customer under the terms of certain claims management agreements, it records deferred revenues on the Company’s unaudited Condensed Consolidated Balance Sheets, which represents a contract liability. These fixed-fee service agreements typically result from the Crawford TPA Solutions segment and require the Company to handle claims on either a one- or two-year basis, or for the lifetime of the claim. In cases where it handles a claim on a non-lifetime basis, the Company typically receives an additional fee on each anniversary date that the claim remains open. For service agreements where it provides services for the life of the claim, the Company is paid one upfront fee regardless of the duration of the claim. The Company recognizes deferred revenues as revenues as it performs services and transfers control of the services to the customer and satisfies the performance obligation which it determines utilizing a portfolio approach.

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The Company's deferred revenues for claims handled for one or two years are not as sensitive to changes in claim closing rates since the performance obligations are satisfied within a fixed length of time. Deferred revenues for lifetime claim handling are more sensitive to changes in claim closing rates since the Company is obligated to handle these claims to conclusion with no additional fees received for long-lived claims. For all fixed fee service agreements, revenues are recognized over the expected service periods by type of claim. Based upon its historical averages, the Company closes approximately 98% of all cases referred to it under lifetime claim service agreements within five years from the date of referral. Also, within that five-year period, the percentage of cases remaining open in any one particular year has remained relatively consistent from period to period. Each quarter the Company evaluates its historical case closing rates by type of claim utilizing a portfolio approach and makes adjustments to deferred revenues as necessary. As a portfolio approach is utilized to recognize deferred revenues, any changes in estimates will impact the timing of revenue recognition and any changes in estimates are recognized in the period in which they are determined.

The table below presents the deferred revenues balance as of January 1, 2021 and the significant activity affecting deferred revenues during the nine months ended September 30, 2021:

(In Thousands)
Customer Contract Liabilities	Deferred Revenue
Balance at January 1, 2021	$	51,369
Quarterly additions		19,303
Revenue recognized from the prior periods		(12,603	)
Revenue recognized from current quarter additions		(4,551	)
Deferred revenue from acquisition		659
Balance as of March 31, 2021	$	54,177
Quarterly additions		19,501
Revenue recognized from the prior periods		(13,605	)
Revenue recognized from current quarter additions		(4,639	)
Other adjustments		(3,146	)
Balance as of June 30, 2021	$	52,288
Quarterly additions		19,444
Revenue recognized from the prior periods		(12,404	)
Revenue recognized from current quarter additions		(4,748	)
Balance as of September 30, 2021	$	54,580

Remaining Performance Obligations

As of September 30, 2021, the Company had $94,399,000 of remaining performance obligations related to claims and non-claims services in which the price is fixed. Remaining performance obligations consist of deferred revenues as well as certain unbilled receivables that are considered contract assets. The Company expects to recognize approximately 70% of our remaining performance obligations as revenues within one year and the remaining balance thereafter.

Costs to Obtain a Contract

The Company has a sales incentive compensation program where remuneration is based on the revenues recognized in the period. The remuneration does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year and would meet the criteria to be capitalized and presented as a contract asset on the Company's unaudited Condensed Consolidated Balance Sheets.

Practical Expedients Elected

As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component, when the period between a customer’s payment of consideration and the transfer of promised services to the customer is expected be one year or less at contract inception.

For claims management services that are billed on a time and expense incurred or per unit basis, the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

The Company does not disclose the value of remaining performance obligations for (i) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed, or (ii) contracts with variable consideration allocated entirely to a single performance obligation.

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4. Credit Losses

The Company estimates its expected credit losses based on past experience, current conditions and reasonable and supportable forecasts affecting collectability of these assets. We evaluate the risks related to our trade receivables and contract assets by considering customer type, geography, and aging.

5. Income Taxes

The Company's consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from the Company's various domestic and international operations, which are subject to income taxes at different rates, the Company's ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. The provision for income taxes on consolidated income before income taxes totaled a provision of $4,866,000 and $11,729,000 for the three months ended September 30, 2021 and 2020, respectively.

The provision for income taxes on consolidated income before income taxes totaled a provision of $10,927,000 and $9,554,000 for the nine months ended September 30, 2021 and 2020. The overall effective tax rate decreased to 27.4% for the nine months ended September 30, 2021 compared with 35.1% for the 2020 period primarily due to the impact of the goodwill impairment and LWI disposition in the prior year.

6. Defined Benefit Pension Plans

Net periodic cost related to all of the Company's defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 included the following components:

	Three Months Ended						Nine Months Ended
(in thousands)	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Service cost	$	302		$	315		$	921		$	946
Interest cost		2,858			4,092			8,533			12,330
Expected return on assets		(6,348	)		(6,936	)		(18,968	)		(20,899	)
Amortization of actuarial loss		2,589			2,614			7,760			7,848
Net periodic (benefit) cost	$	(599	)	$	85		$	(1,754	)	$	225

For the three months ended September 30, 2021 and 2020, the non-service components of net periodic pension benefit of $(901,000) and $(230,000), respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2021 and 2020, the non-service components of net periodic pension benefit of $(2,675,000) and $(721,000), respectively, are included in "Other Income (Expense), net" on the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2021, the Company made contribution of $9,000,000 to the U.S. defined benefit pension plan and $526,000 to the U.K. defined benefit pension plans, respectively, as compared with $3,000,000 to the U.S. defined benefit pension plan and $455,000 to the U.K. defined benefit pension plans during the nine months ended September 30, 2020.

7. Net Income Attributable to Shareholders of Crawford & Company per Common Share

The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. Since the second quarter of 2020, the Board of Directors has declared the same dividend on CRD-A and CRD-B.

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The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows:

	Three Months Ended								Nine months ended
	September 30, 2021				September 30, 2020				September 30, 2021				September 30, 2020
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B
Earnings per share - basic:
Numerator:
Allocation of undistributed earnings	$	4,632	$	3,380	$	12,839	$	9,431	$	11,257	$	8,205	$	6,857	$	5,053
Dividends paid		1,839		1,344		1,226		901		5,539		4,038		4,281		2,705
Net income attributable to common shareholders, basic	$	6,471	$	4,724	$	14,065	$	10,332	$	16,796	$	12,243	$	11,138	$	7,758
Denominator:
Weighted-average common shares outstanding, basic		30,711		22,407		30,643		22,510		30,786		22,438		30,575		22,533
Earnings per share - basic	$	0.21	$	0.21	$	0.46	$	0.46	$	0.55	$	0.55	$	0.36	$	0.34

The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows:

	Three Months Ended								Nine Months Ended
	September 30, 2021				September 30, 2020				September 30, 2021				September 30, 2020
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B
Earnings per share - diluted:
Numerator:
Allocation of undistributed earnings	$	4,710	$	3,302	$	12,891	$	9,379	$	11,428	$	8,034	$	6,879	$	5,031
Dividends paid		1,839		1,344		1,226		901		5,539		4,038		4,281		2,705
Net income attributable to common shareholders, diluted	$	6,549	$	4,646	$	14,117	$	10,280	$	16,967	$	12,072	$	11,160	$	7,736
Denominator:
Weighted-average common shares outstanding, basic		30,711		22,407		30,643		22,510		30,786		22,438		30,575		22,533
Weighted-average effect of dilutive securities		1,243		—		294		—		1,130		—		235		—
Weighted-average common shares outstanding, diluted		31,954		22,407		30,937		22,510		31,916		22,438		30,810		22,533
Earnings per share - diluted	$	0.20	$	0.21	$	0.46	$	0.46	$	0.53	$	0.54	$	0.36	$	0.34

Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A because their inclusion would have been antidilutive:

	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2021	September 30, 2020		September 30, 2021	September 30, 2020
Shares underlying stock options excluded	352	2,014		706	2,014
Performance stock grants excluded because performance conditions have not been met (1)	396	1,335		318	1,197

(1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating diluted earnings per share until the performance measurements have been achieved.

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The following table details shares issued during the three and nine months ended September 30, 2021 and 2020. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods.

	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
CRD-A issued under the Non-Employee Director Stock Plan		0		3		67		70
CRD-A issued under the U.K. ShareSave Scheme		5		1		70		2
CRD-A issued under the Employee Stock Purchase Plan		159		114		159		114
CRD-A issued under the International Plan		—		4		—		4

Effective May 9, 2019, the Company's Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2020 (the "2019 Repurchase Authorization"). The Company’s Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2021. Under the 2019 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. At September 30, 2021, there were no remaining shares authorized to repurchase under the 2019 Repurchase Authorization.

During the three months ended September 30, 2021, the Company repurchased 274,385 shares of CRD-A and 30,547 shares CRD-B at an average cost of $10.13 and $9.72, respectively. During the three months ended September 30, 2020, the Company did 0t repurchase any shares of CRD-A or CRD-B.

During the nine months ended September 30, 2021, the Company repurchased 530,598 shares of CRD-A and 111,499 shares CRD-B at an average cost of $9.63 and $8.68, respectively. During the nine months ended September 30, 2020, the Company repurchased 155,351 shares of CRD-A and 161,459 shares of CRD-B at an average cost of $8.42 and $8.42, respectively.

8. Accumulated Other Comprehensive Loss

Comprehensive (loss) income for the Company consists of the total of net income, foreign currency translation adjustments, and accrued pension and retiree medical liability adjustments. Foreign currency translation adjustments include the net realized gains from intra-entity loans that are long-term in nature of $629,000 for the three months ended September 30, 2021, and $1,659,000 for the nine months ended September 30, 2021. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company's unaudited condensed consolidated financial statements were as follows:

	Three Months Ended September 30, 2021									Nine Months Ended September 30, 2021
(in thousands)	Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company			Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company
Beginning balance		(18,000	)		(164,235	)		(182,235	)		(30,792	)		(168,064	)		(198,856	)
Other comprehensive (loss) income before reclassifications		(5,330	)		0			(5,330	)		7,462			0			7,462
Amounts reclassified from accumulated other comprehensive income to net income		0			1,908			1,908			0			5,737			5,737
Net current period other comprehensive income		(5,330	)		1,908			(3,422	)		7,462			5,737			13,199
Ending balance		(23,330	)		(162,327	)		(185,657	)		(23,330	)		(162,327	)		(185,657	)

19

	Three Months Ended September 30, 2020									Nine Months Ended September 30, 2020
(in thousands)	Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company			Foreign currency translation adjustments			Retirement liabilities (1)			AOCL attributable to shareholders of Crawford & Company
Beginning balance	$	(41,591	)	$	(167,244	)	$	(208,835	)	$	(35,850	)	$	(171,057	)	$	(206,907	)
Other comprehensive income before reclassifications		11,910			0			11,910			5,593			0			5,593
Amounts reclassified from accumulated other comprehensive income to net income		0			2,036			2,036			0			5,849			5,849
Net current period other comprehensive loss		11,910			2,036			13,946			5,593			5,849			11,442
(Disposition) Acquisition of noncontrolling interest		(113	)		0			(113	)		463			0			463
Ending balance	$	(29,794	)	$	(165,208	)	$	(195,002	)	$	(29,794	)	$	(165,208	)	$	(195,002	)

(1) Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Other Income (Expense), net" in the Company's unaudited Condensed Consolidated Statements of Operations. See Note 6, "Defined Benefit Pension Plans" for additional details.

The other comprehensive loss amounts attributable to noncontrolling interests presented in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments.

9. Fair Value Measurements

The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

			Fair Value Measurements at September 30, 2021
					Significant Other		Significant
			Quoted Prices in		Observable		Unobservable
			Active Markets		Inputs		Inputs
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	10,027	$	10,027	$	—	$	—
Liabilities:
Contingent earnout liability (2)		9,317		9,317		—		0

(1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company's unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents."

(2) The contingent earnout liability relates to business acquisitions by the Crawford Loss Adjusting and Crawford TPA Solutions operating segments. The fair value of the contingent earnout liability was estimated based on management’s future expectations of the acquirees achieving the eligible revenue and adjusted EBITDA targets as set forth in the purchase agreements, which is Level 3 data. The maximum possible earnout remaining is $27,000,000. The change in the contingent earnout liability is primarily due to a payment made during the three months ended June 30, 2021, and an acquisition during the three months ended September 30, 2021. The fair value of the contingent earnout liability is included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's unaudited Condensed Consolidated Balance Sheets, based upon the term of each contingent earnout agreement.

Fair Value Disclosures

There were 0 transfers of assets between fair value levels during the three and nine months ended September 30, 2021. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.

The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days; therefore, the recorded value approximates fair value. These assets and liabilities are measured within Level 2 of the fair value hierarchy.

20

Nonrecurring Fair Value Disclosures

In June 2020, the Company sold its 51% interest in Crawford Compliance Inc. in exchange for a note receivable which is measured at estimated fair value.

During the first quarter of 2020, the Company identified a goodwill impairment indicator in its former Crawford Claims Solutions reporting unit as a result of lower operating results and the overall decline in market conditions as a result of the COVID-19 pandemic. As a result, the Company recognized a goodwill impairment of $17,674,000.

The Company performed a goodwill impairment assessment immediately before and after the January 1, 2021 change in operating segments, neither of which resulted in any additional impairment charges.

The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches. The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of the cash flows. The market approach is based on the Guideline Public Company Method, which uses market pricing metrics to select multiples to value the Company's reporting units. The resulting estimated fair values of the combined reporting units are reconciled to the Company's market capitalization including an estimated implied control premium. The Company believes that the combination of these approaches is appropriate because it provides a fair value estimate based upon the combination of the reporting unit's expected long-term operating cash flow performance and multiples with which similar publicly traded companies are valued. The Company weights the income and market approaches equally.

10. Segment Information

Financial information for the three and nine months ended September 30, 2021 and 2020 related to the Company's reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below:

	Three Months Ended						Nine Months Ended
(in thousands)	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Revenues:
Crawford Loss Adjusting	$	123,965		$	110,929		$	352,458		$	327,095
Crawford TPA Solutions		100,221			88,908			298,840			275,573
Crawford Platform Solutions		64,314			53,287			157,840			122,403
Total segment revenues before reimbursements		288,500			253,124			809,138			725,071
Reimbursements		9,062			8,545			27,124			25,519
Total revenues	$	297,562		$	261,669		$	836,262		$	750,590
Segment Operating Earnings
Crawford Loss Adjusting	$	7,063		$	14,139		$	18,124		$	24,854
Crawford TPA Solutions		5,034			4,288			14,465			13,708
Crawford Platform Solutions		10,968			10,655			25,937			20,939
Total segment operating earnings		23,065			29,082			58,526			59,501
(Deduct) Add:
Unallocated corporate and shared costs, net		(2,266	)		(1,027	)		(5,081	)		(6,189	)
Net corporate interest expense		(1,648	)		(1,599	)		(4,443	)		(6,275	)
Stock option expense		(296	)		(457	)		(700	)		(1,033	)
Amortization of customer-relationship intangible assets		(2,877	)		(3,665	)		(8,426	)		(9,153	)
Goodwill impairment		—			—			—			(17,674	)
Restructuring costs		—			—			—			(5,714	)
Gain on disposition of business, net		—			14,104			—			13,763
Income before income taxes	$	15,978		$	36,438		$	39,876		$	27,226

21

Operating earnings is the primary financial performance measure used by the Company's senior management and chief operating decision maker ("CODM") to evaluate the financial performance of the Company's operating segments and make resource allocation and certain compensation decisions. The Company believes this measure is useful to investors in that it allows them to evaluate segment operating performance using the same criteria used by the Company's senior management and CODM. Operating earnings will differ from net income computed in accordance with GAAP since operating earnings represents segment earnings before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring costs, gain on disposition of business, income taxes, and net income or loss attributable to noncontrolling interests and redeemable noncontrolling interests.

Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its three operating segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process.

Intersegment transactions are not material for any period presented.

As of January 1, 2021, the Company realigned its operating segment manager responsibilities and reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. The Company's revised reportable segments are comprised of the following:



Crawford Loss Adjusting, which services the global property and casualty market. This is comprised of the previously reported Crawford Claims Solutions segment, excluding both Networks (as defined below) and Crawford Legal Services, and including the Global Technical Services service line previously reported within Crawford Specialty Solutions.



Crawford TPA Solutions, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers worldwide. This is comprised of the previously reported Crawford TPA Solutions segment and the Crawford Legal Services service line previously reported within the Crawford Claims Solutions segment.



Crawford Platform Solutions, which consists of the Contractor Connection and Networks service lines and serves the global property and casualty insurance company markets. This is comprised of the previously reported Contractor Connection service line within Crawford Specialty Solutions and the Networks service line, which includes Catastrophe operations, WeGoLook, and certain international network businesses previously reported within the Crawford Claims Solutions segment.

The Crawford Loss Adjusting and Crawford TPA Solutions reportable segments represent the aggregation of certain geographic operating segments within those service lines.

Revenues before reimbursements by major service line in the Crawford TPA Solutions segment, which operates under the Broadspire brand globally, and the Crawford Platform Solutions segment are shown in the following table. The Company considers all Crawford Loss Adjusting revenues to be derived from one service line.

	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Crawford TPA Solutions
Claims Management Services	$62,743	$53,315	$186,886	$163,336
Medical Management Services	37,478	35,593	111,954	112,237
Total Revenues before Reimbursements--Crawford TPA Solutions	$100,221	$88,908	$298,840	$275,573
Crawford Platform Solutions
Contractor Connection	$23,621	$23,542	$69,046	$63,328
Network Business	40,693	29,745	88,794	59,075
Total Revenues before Reimbursements--Crawford Platform Solutions	$64,314	$53,287	$157,840	$122,403

11. Commitments and Contingencies

As part of the Company's credit facility, the Company maintains a letter of credit facility to satisfy certain of its own contractual requirements. At September 30, 2021, the aggregate committed amount of letters of credit outstanding under the credit facility was $11,277,000.

22

In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and foreseeable risks.

The Company is subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws. From time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws or employment contracts with such employees or former employees. Such claims, investigations, and any litigation involving the Company could divert management's time and attention from the Company's business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company's results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for any items that are probable and reasonably estimable.

12. Restructuring Costs

There were 0 restructuring costs for the three and nine months ended September 30, 2021, compared with $5,714,000 for the nine months ended September 30, 2020. The 2020 costs related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of the Company’s workforce. The restructuring cost was comprised of $5,076,000 severance expense and related payroll taxes, and $638,000 asset impairment.

As of September 30, 2021, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to restructuring costs. The rollforward of these liabilities to September 30, 2021 were as follows:

	Three months ended September 30, 2021
(in thousands)	Accrued compensation and related costs			Other accrued liabilities			Total
Beginning balance, June 30, 2021	$	1,030		$	340		$	1,370
Additions		0			0			0
Adjustments to accruals		6			(20	)		(14	)
Cash payments		(339	)		(148	)		(487	)
Ending balance, September 30, 2021	$	697		$	172		$	869

	Nine Months Ended September 30, 2021
(in thousands)	Accrued compensation and related costs			Other accrued liabilities			Total
Beginning balance, December 31, 2020	$	3,369		$	590		$	3,959
Additions		0			0			0
Adjustments to accruals		(312	)		13			(299	)
Cash payments		(2,360	)		(431	)		(2,791	)
Ending balance, September 30, 2021	$	697		$	172		$	869

13. Business Acquisitions and Dispositions

Acquisition of HBA Group

On November 1, 2020, the Company acquired 100% of HBA Group in Australia, including 100% of the equity interest in each of HBA Group’s entities HBA Legal, Pillion and Paratus. HBA Legal is a legal services provider that will complement the Company’s Crawford TPA Solutions segment in Australia. The purchase price included an initial cash payment of $4,026,000, net of working capital adjustment, and a maximum $3,200,000 payable in cash over the next four years based on achieving certain revenue and EBITDA performance goals as set forth in the purchase agreement. The acquisition was funded primarily through additional borrowings under the Company’s credit facility.

23

The financial results of certain of the Company’s international subsidiaries, including HBA Group, are included in the Company’s consolidated financial statements on a two-month delayed basis. Accordingly, the acquisition of HBA was reported as of January 1, 2021.

This acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. As a result of the acquisition, the Company recognized net liabilities of ($880,000), definite-lived customer relationships of $1,574,000, and goodwill of $5,645,000. The customer relationships are amortized over an estimated life of 9 years. Goodwill is attributable to the assembled workforce acquired, and expected revenue and cost synergies as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes.

The acquisition accounting is based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $2,400,000. At September 30, 2021, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. Significant assumptions and estimates included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

There was no revision to the acquisition accounting during the three months ended September 30, 2021. The valuation of the assets acquired and liabilities assumed for HBA Group on the acquisition date as of September 30, 2021 is as follows:

(in thousands)	Opening Balance Sheet, Adjusted as of September 30, 2021
Assets
Cash and cash equivalents	$	240
Accounts receivable, net		1,081
Unbilled revenue, at estimated billable amounts		598
Other current assets		87
Operating lease right-of-use assets, net		1,502
Property and equipment, net		118
Customer relationships		1,574
Goodwill		5,645
Total Assets		10,845
Liabilities
Accounts payable		501
Accrued expenses		1,116
Deferred revenue		659
Deferred tax liability		472
Operating lease liability		1,502
Other liabilities		256
Total Liabilities		4,506
Net Assets Acquired	$	6,339

Acquisition of edjuster Inc.

On August 23, 2021, the Company acquired 100% of edjuster Inc. in Canada and its U.S. subsidiary (collectively "edjuster"). edjuster is a technology-enabled, end-to-end contents services provider and platform. This acquisition will enable the Company to expand its capability in the North American claims contents services market. The purchase price included an initial cash payment of $21,000,000, net of working capital adjustments, and an earn-out potential up to $14,000,000 in cash based on the achievement of certain EBITDA performance goals over two one-year periods, beginning January 2022. The acquisition was funded primarily through additional borrowings under the Company’s credit facility.

This acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. As a result of the acquisition, the Company recognized net assets of $1,834,000, goodwill of $9,670,000, and intangible assets of $11,700,000, including a tradename, a developed technology, customer relationships and non-compete agreements. Goodwill is attributable to the assembled workforce acquired, and expected revenue and cost synergies as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes.

24

The preliminary acquisition accounting is based on the fair value of the acquisition consideration transferred to the sellers, assets acquired and liabilities assumed as of the acquisition date. At the acquisition date, the fair value of the contingent consideration payable was estimated to be $2,400,000. Significant assumptions and estimates included, but were not limited to future expected cash flows, including projected revenues and expenses, estimated customer attrition rates, royalty rates, and the applicable discount rates. These assumptions and estimates were level 3 inputs and based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed, including, but not limited to accounts receivable, unbilled revenue, intangible assets, accrued expenses, tax liabilities and goodwill. As additional information becomes available, the Company may further revise its preliminary acquisition accounting during the remainder of the measurement period, which will not exceed 12 months from the date of acquisition. The Company may update certain assumptions and inputs to incorporate additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date.

The preliminary valuation of the assets acquired and liabilities assumed for edjuster on acquisition date as of September 30, 2021 is as follows:

(in thousands)	Opening Balance Sheet, as of September 30, 2021
Assets
Cash and cash equivalents	$	1,873
Accounts receivable, net		1,565
Unbilled revenue, at estimated billable amounts		1,531
Other current assets		166
Property and equipment, net		57
Operating lease right-of-use assets, net		418
Intangible assets		11,700
Goodwill		9,670
Other noncurrent assets		1,352
Total Assets		28,332
Liabilities
Accounts payable		137
Deferred tax liability		2,732
Operating lease liability		418
Other liabilities		1,642
Total Liabilities		4,929
Net Assets Acquired	$	23,403

Disposition of Lloyd Warwick International

On June 12, 2020, the Company sold its 51% interest in Lloyd Warwick International (“LWI”) for cash proceeds of $19,600,000 and payment of $3,600,000 to settle intercompany indebtedness. In the third quarter, the Company recognized an additional $700,000 related to net working capital adjustments under the terms of the acquisition agreement which increased the purchase price to $20,300,000. Due to the Company’s two-month reporting lag for reporting its international results, this transaction was recorded in the quarter ended September 30, 2020. The Company recognized a gain of $14,700,000 ($11,700,000 net of tax) on the disposition. The Company recognized an additional loss on the disposal of Crawford Compliance Inc. of $600,000 in the third quarter. Both of these disposals were in our then Crawford Specialty Solutions segment and resulted in a net gain of $0.21 per diluted share.

14. Subsequent Events

On October 1, 2021, the Company acquired 100% of Praxis Consulting Inc. ("Praxis"), an established subrogation claims service provider in the U.S. This acquisition allows the Company to expand its footprint in the U.S. subrogation claims market. The purchase price includes an initial cash consideration of $25,500,000, before working capital adjustment, a deferred payment of $20,000,000 in January 2022, and a maximum $10,000,000 payable over two one-year periods based on achieving certain revenue performance goals, as defined in the purchase agreement.

25

On October 4, 2021, the Company acquired BosBoon Expertise Group B.V. ("Bosboon"), a Netherlands-based specialist loss adjusting company. The acquisition supports Crawford’s strategic aim of strengthening its expertise in all key territories in which it operates. BosBoon offers a specialist range of loss adjusting services which will be added to the existing Crawford Global Technical Services proposition in The Netherlands and internationally. The purchase price includes an initial cash consideration of $2,200,000, before working capital adjustment, and a maximum of $1,860,000 payable over the next two years based on achieving certain financial and nonfinancial goals, as defined in the purchase agreement.

Both of these acquisitions will be accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. Based upon the timing of this acquisition, the initial accounting for the acquisition is not yet complete as the Company gathers additional information related to the assets acquired and liabilities, including intangible assets, other assets, accrued liabilities, deferred taxes, and uncertain tax positions. The Company is in the process of obtaining third-party valuations of certain intangible assets. The preliminary application of acquisition accounting to the assets acquired, and liabilities assumed, as well as the results of operations of Praxis and BosBoon, will first be reflected in the Company's consolidated financial statements as of and for the quarter ending December 31, 2021.

On November 4, 2021, the Company's Board of Directors, authorized the repurchase up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023. Under the new repurchase program, repurchases may be made in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The new authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.

On November 5, 2021, the Company, along with certain of our subsidiaries as co-borrowers, entered into a Credit Agreement with Bank of America, N.A. as Administrative Agent and lender, among other lenders party thereto. The Credit Agreement replaces our Amended and Restated Credit Agreement dated October 11, 2017. Proceeds from borrowings under the Credit Agreement were used to repay all amounts outstanding under the Prior Credit Agreement.

Under the Credit Agreement, the lenders have agreed, subject to certain terms and conditions, to (i) provide to the Company a $450,000,000 multicurrency revolving credit facility maturing in November 2026, (ii) permit additional incremental borrowing capacity, subject to conditions stated therein, (iii) replace the existing fixed charge coverage ratio with an interest coverage ratio with a minimum of 2.50 to 1.00, and (iv) replace the existing leverage ratios with a single leverage ratio test of 4.50 to 1.00. For further discussion regarding the terms of this agreement, refer to "Other Items" included in Item 5 of our accompanying unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q.

26

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Crawford & Company

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Crawford & Company (the Company) as of September 30, 2021, the related condensed consolidated statements of operations and comprehensive income for the three and nine-month periods ended September 30, 2021 and 2020, the condensed consolidated statements of shareholders’ investment for the three-month periods ended March 31, June 30 and September 30, 2021 and 2020, the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2021 and 2020, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2020, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ investment for the year then ended, and the related notes (not presented herein); and in our report dated March 4, 2021, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Atlanta, Georgia

November 8, 2021

27

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

This report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Statements contained in this report that are not statements of historical fact are forward-looking statements made pursuant to the "safe harbor" provisions thereof. These statements may relate to, among other things, our expected future operating results and financial condition, including the impact of COVID-19, our ability to grow our revenues and reduce our operating expenses, expectations regarding our anticipated contributions to our underfunded defined benefit pension plans, collectability of our billed and unbilled accounts receivable, financial results from our recently completed acquisitions, our continued compliance with the financial and other covenants contained in our financing agreements, and our other long-term capital resource and liquidity requirements. These statements may also relate to our business strategies, goals and expectations concerning our market position, future operations, margins, case and project volumes, profitability, contingencies, liquidity position, and capital resources. The words "anticipate", "believe", "could", "would", "should", "estimate", "expect", "intend", "may", "plan", "goal", "strategy", "predict", "project", "will" and similar terms and phrases, or the negatives thereof, identify forward-looking statements contained in this report.

Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations and the forward-looking statements related to our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially adversely affect our financial condition and results of operations, and whether the forward-looking statements ultimately prove to be correct. Included among the risks and uncertainties we face are risks related to the following:



a decline in cases referred to us for any reason, including changes in the degree to which property and casualty insurance carriers outsource their claims handling functions,



changes in global economic conditions,



the impact of global pandemics, such as COVID-19, on claim volumes,



changes in interest rates,



changes in foreign currency exchange rates,



changes in regulations and practices of various governmental authorities,



changes in our competitive environment,



changes in the financial condition of our clients,



changes in the rate of inflation and our ability to recover increased operating costs,



the loss of any material customer,



our ability to successfully integrate the operations of acquired businesses,



regulatory changes related to funding of defined benefit pension plans,



our U.S., U.K. and other international defined benefit pension plans and our future funding obligations thereunder,



our ability to complete any transaction involving the acquisition or disposition of assets on terms and at times acceptable to us,



our ability to identify new revenue sources not tied to the insurance underwriting cycle,



our ability to develop or acquire information technology resources to support and grow our business,



our ability to attract and retain qualified personnel,



our ability to renew existing contracts with clients on satisfactory terms,



our ability to collect amounts due from our clients and others,



continued availability of funding under our financing agreements,



general risks associated with doing business outside the U.S., including changes in tax rates,



our ability to comply with the covenants in our financing or other agreements,



changes in the frequency or severity of man-made or natural disasters,



the ability of our third-party service providers, used for certain aspects of our internal business functions, to meet expected service levels,



our ability to prevent or detect cybersecurity breaches and cyber incidents,



our ability to achieve targeted integration goals with the consolidation and migration of multiple software platforms,



risks associated with our having a controlling shareholder, and



impairments of goodwill or our other indefinite-lived intangible assets.

As a result, undue reliance should not be placed on any forward-looking statements. Actual results and trends in the future may differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements speak only as of the date they are made and we undertake no obligation to publicly update any of these forward-looking statements in light of new information or future events.

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The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with (i) our unaudited condensed consolidated financial statements and accompanying notes thereto for the three and nine months ended September 30, 2021 and 2020, and as of September 30, 2021, and December 31, 2020, contained in Item 1 of this Quarterly Report on Form 10-Q, and (ii) our Annual Report on Form 10-K for the year ended December 31, 2020. As described in Note 1, "Basis of Presentation," the financial results of our operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines are included in our consolidated financial statements on a two-month delayed basis (fiscal year-end of October 31) as permitted by U.S. generally accepted accounting principles ("GAAP") in order to provide sufficient time for accumulation of their results.

Business Overview

Based in Atlanta, Georgia, Crawford & Company (www.crawco.com) is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries. Shares of the Company's two classes of common stock are traded on the New York Stock Exchange under the symbols CRD-A and CRD-B, respectively. The Company's two classes of stock are substantially identical, except with respect to voting rights and the Company's ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class.

In January 2021, the Company has reorganized its global service line structure to consist of Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions. The Company's revised reportable segments are comprised of the following:



Crawford Loss Adjusting, which services the global property and casualty market. This is comprised of the previously reported Crawford Claims Solutions segment, excluding both Networks (as defined below) and Crawford Legal Services, and including the Global Technical Services service line previously reported within Crawford Specialty Solutions.



Crawford TPA Solutions, which provides third party administration for workers' compensation, auto and liability, disability absence management, medical management, and accident and health to corporations, brokers and insurers worldwide. This is comprised of the previously reported Crawford TPA Solutions segment and the Crawford Legal Services service line previously reported within the Crawford Claims Solutions segment.



Crawford Platform Solutions, which consists of the Contractor Connection and Networks service lines and serves the global property and casualty insurance company markets. This is comprised of the previously reported Contractor Connection service line within Crawford Specialty Solutions and the Networks service line, which includes Catastrophe operations, WeGoLook, and certain international network businesses previously reported within the Crawford Claims Solutions segment.

As discussed in more detail in subsequent sections of this MD&A, our three reportable segments represent components of our Company for which separate financial information is available, and which is evaluated regularly by our chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing operating performance.

Insurance companies rely on us for certain services such as field investigation and the evaluation of property and casualty insurance claims. Self-insured entities typically rely on us for a broader range of services. In addition to field investigation and claims evaluation, we may also provide initial loss reporting services for their claimants, loss mitigation services such as medical bill review, medical case management and vocational rehabilitation, risk management information services, and loss fund administration to pay their claims. Our Contractor Connection service line provides a managed contractor network to insurance carriers and consumer markets.

The global claims management services market is highly competitive and comprised of a large number of companies that vary in size and that offer a varied scope of services. The demand from insurance companies and self-insured entities for services provided by independent claims service firms like us is largely dependent on industry-wide claims volumes, which are affected by, among other things, the insurance underwriting cycle, weather related events, general economic activity, overall employment levels and workplace injury rates. Demand is also impacted by decisions insurance companies and self-insured entities make with respect to the level of claims outsourced to independent claim service firms as opposed to those handled by their own in-house claims adjusters. In addition, our ability to retain clients and maintain or increase case referrals is also dependent in part on our ability to continue to provide high-quality, competitively priced services and effective sales efforts.

29

We typically earn our revenues on an individual fee-per-claim basis for claims management services that we provide to insurance companies and self-insured entities. Accordingly, the volume of claim referrals to us is a key driver of our revenues. We cannot predict the future trend of case volumes for a number of reasons, including the frequency and severity of weather related cases and the occurrence of natural and man-made disasters, which are a significant source of cases for us and are not subject to accurate forecasting, as well as the economic impact that COVID-19 may have on global case volumes and the duration of any such impact.

Results of Operations

Executive Summary

Consolidated revenues before reimbursements increased $35.4 million, or 14.0%, for the three months ended September 30, 2021 and $84.1 million, or 11.6% for the nine months ended September 30, 2021 compared with the same periods of 2020. This increase was primarily due to an increase in Hurricane Ida activity in the U.S. in our Crawford Loss Adjusting and Crawford Platforms Solutions segments, an increase in new client growth in our Crawford Platform Solutions operating segment, and an increase in our Crawford TPA Solutions segment. Changes in foreign exchange rates increased our consolidated revenues before reimbursements by $9.4 million, or 3.7%, for the three months ended September 30, 2021 and $26.9 million, or 3.7%, for the nine months ended September 30, 2021 as compared with the prior year periods. To illustrate this impact, segment revenues are presented below, using a constant exchange rate, for the three and nine months ended September 30, 2021.

	Three Months Ended							Three Months Ended
								Based on exchange rates for the three months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		% Variance
Revenues:
Crawford Loss Adjusting	$	123,965	$	110,929		11.8	%	$	117,336		5.8	%
Crawford TPA Solutions		100,221		88,908		12.7	%		98,075		10.3	%
Crawford Platform Solutions		64,314		53,287		20.7	%		63,707		19.6	%
Total revenues before reimbursements		288,500		253,124		14.0	%		279,118		10.3	%
Reimbursements		9,062		8,545		6.1	%		8,605		0.7	%
Total Revenues	$	297,562	$	261,669		13.7	%	$	287,723		10.0	%

	Nine Months Ended							Nine Months Ended
								Based on exchange rates for the nine months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		% Variance
Revenues:
Crawford Loss Adjusting	$	352,458	$	327,095		7.8	%	$	333,470		1.9	%
Crawford TPA Solutions		298,840		275,573		8.4	%		292,578		6.2	%
Crawford Platform Solutions		157,840		122,403		29.0	%		156,198		27.6	%
Total revenues before reimbursements		809,138		725,071		11.6	%		782,246		7.9	%
Reimbursements		27,124		25,519		6.3	%		25,954		1.7	%
Total Revenues	$	836,262	$	750,590		11.4	%	$	808,200		7.7	%

Excluding foreign currency impacts, consolidated revenues before reimbursements increased $26.0 million, or 10.3%, for the three months ended September 30, 2021, and increased $57.2 million, or 7.9%, for the nine months ended September 30, 2021. Revenues from the Crawford Loss Adjusting segment increased in the three months ended September 30, 2021 due to the increase in Hurricane Ida activity in the U.S.. Revenues from the Crawford TPA Solutions segment increased for the quarter due to growth in the U.S. and revenues from recent acquisitions, partially offset by a continued reduction as a result of the economic impact of COVID-19 in Canada and Europe. Revenues from the Crawford Platform Solutions segment increased primarily due to an increase in Hurricane Ida related cases in the U.S. and new client growth. There was a net $6.2 million positive increase in total company revenues in the 2021 third quarter and a $10.7 million positive increase in the year-to-date period as a result of acquisitions and dispositions in 2020 and 2021. See Note 13, “Business Acquisitions and Dispositions” of our accompanying consolidated financial statements for more details of this activity.

30

We have experienced continued recovery from the negative economic impact of COVID-19 in recent months, particularly in the U.S., compared to the significant reductions experienced in the prior year, where revenues for the three months ended September 30, 2020 were down in the range of $21.0 to $25.0 million, and for the nine months ended September 30, 2020 were down in the range of $46.0 to $54.0 million. Due to continued negative impacts in multiple regions, it is uncertain whether such recovery can be sustained and continue. The economic impact from COVID-19 could have a material impact to our results of operations, financial condition, and cash flows in one or more future quarters. In addition, it is possible that changes in economic conditions and steps taken by international, federal, state and/or local governments in response to COVID-19 could have negative impacts, including labor shortages which could increase compensation costs and other expenses, unless mitigated by government assistance programs to corporations.

Overall, there was an increase in cases received of 3.1% for the three months ended September 30, 2021 compared with the 2020 period, and an increase of 5.3% for the nine months ended September 30, 2021, primarily due to the increase in Hurricane Ida in the U.S. As a result of the impact from the COVID-19 pandemic, cases received in future quarters could be materially negatively impacted, unless offset by the impact of cases received from new clients or weather related activity.

Cases received are presented below by segment for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended			Nine Months Ended
(whole numbers, except percentages)	September 30, 2021	September 30, 2020	Variance	September 30, 2021	September 30, 2020	Variance
Crawford Loss Adjusting	97,719	89,558	9.1%	270,378	257,360	5.1%
Crawford TPA Solutions	193,112	196,385	(1.7)%	578,511	590,916	(2.1)%
Crawford Platform Solutions	139,917	131,958	6.0%	387,858	325,792	19.1%
Total Crawford Cases Received	430,748	417,901	3.1%	1,236,747	1,174,068	5.3%

To illustrate exposure to the impact of changes in foreign currencies, revenues before reimbursements are presented below by denominated currency for the three and nine months ended September 30, 2021:

		Three Months Ended
		September 30, 2021			September 30, 2020
(in thousands)		USD equivalent	% of total	USD equivalent		% of total
U.S.	USD	$175,554	60.9%	$152,720		60.3%
U.K.	GBP	35,764	12.4%	30,067		11.9%
Canada	CAD	21,038	7.3%	22,266		8.8%
Australia	AUD	27,705	9.6%	21,197		8.4%
Europe	EUR	14,007	4.9%	12,730		5.0%
Rest of World		14,432	4.9%	14,144		5.6%
Total Revenues, before reimbursements		$288,500		$253,124

		Nine Months Ended
		September 30, 2021			September 30, 2020
(in thousands)		USD equivalent	% of total	USD equivalent		% of total
U.S.	USD	$476,670	58.9%	$419,055		57.8%
U.K.	GBP	102,267	12.6%	95,009		13.1%
Canada	CAD	62,609	7.7%	68,339		9.4%
Australia	AUD	79,412	9.8%	58,410		8.1%
Europe	EUR	41,416	5.1%	40,137		5.5%
Rest of World		46,764	5.9%	44,121		6.1%
Total Revenues, before reimbursements		$809,138		$725,071

Costs of services provided, before reimbursements, increased $34.0 million, or 19.2%, for the three months ended September 30, 2021, and increased $71.1 million, or 13.7%, for the nine months ended September 30, 2021, as compared with the same periods of 2020. This increase was primarily due to an increase in compensation expense, including incentive compensation and other costs in each of our operating segments resulting from the higher revenues, the change in foreign exchange rates, and the impact of recent acquisitions.

Selling, general, and administrative ("SG&A") expenses increased $8.7 million, or 16.7%, in the three months ended September 30, 2021, and increased $14.8 million, or 9.1%, for the nine months ended September 30, 2021, as compared with the 2020 periods. This increase was due to an increase in compensation expense, including incentive compensation, an increase in centralized data processing costs, the change in foreign exchange rates, and the impact of recent acquisitions.

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We received a benefit from the Canada Emergency Wage Subsidy ("CEWS") totaling $1.8 million and $5.9 million in the three months and nine months ended September 30, 2021, respectively. We received a benefit of $4.7 million and $9.1 million in the three months and nine months ended September 30, 2020, respectively, due to the negative economic impact of COVID-19 in that country. This subsidy is recorded as a credit within Direct Compensation, Fringe Benefits and Non-Employee Labor and is included in "Costs of services provided, before reimbursements” or “Selling, general, and administrative expenses” on the Company's unaudited Condensed Consolidated Statements of Operations, depending on classification of the employees. We expect the benefit from this subsidy in future periods will be minimal.

We recognized a pretax non-cash goodwill impairment in the 2020 first quarter totaling $17.7 million related to our former Crawford Claims Solutions reporting unit. This expense was partially offset by a $1.7 million credit in noncontrolling interest expense. There was no goodwill impairment in 2021.

We recognized pretax restructuring costs totaling $5.7 million in the 2020 first quarter, related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of our workforce. The restructuring costs was comprised of $5.1 million severance expense and related payroll taxes, and $0.6 million asset impairment. There were no restructuring costs in 2021.

We recognized a pretax gain on disposal totaling $14.1 million in the 2020 third quarter related to the disposal of the LWI business in our Crawford Platform Solutions reporting segment. For the nine months ended September 30, 2020, we recognized a net pretax gain on disposal of businesses totaling $13.8 million. There was no gain on disposal in 2021.

Operating Earnings of our Operating Segments

We believe that a discussion and analysis of the segment operating earnings of our three operating segments is helpful in understanding the results of our operations. Operating earnings is our segment measure of profitability presented in conformity with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 280 "Segment Reporting." Operating earnings is the primary financial performance measure used by our senior management and CODM to evaluate the financial performance of our operating segments and make resource allocation and certain compensation decisions.

We believe operating earnings is a measure that is useful for others to evaluate segment operating performance using the same criteria used by our senior management and CODM. Segment operating earnings represents segment earnings, including the direct and indirect costs of certain administrative functions required to operate our business, but excludes unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring costs, gain on disposition of business, income taxes, and net income or loss attributable to noncontrolling interests and redeemable noncontrolling interests.

Administrative functions such as finance, human resources, information technology, quality and compliance, exist both in a centralized shared-service arrangement and within certain operations. Each of these functions is managed by centralized management and the costs of those services is allocated to the segments as indirect costs based on usage.

Gross profit is defined as segment revenues, less segment direct costs, which exclude centralized indirect administrative support costs allocated to the business.

Income taxes, net corporate interest expense, stock option expense, and amortization of customer-relationship intangible assets are recurring components of our net income, but they are not considered part of our segment operating earnings because they are managed on a corporate-wide basis. Income taxes are calculated for the Company on a consolidated basis based on statutory rates in effect in the various jurisdictions in which we provide services, and vary significantly by jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the Board of Directors, affecting the Company as a whole. Stock option expense represents the non-cash costs generally related to stock options and employee stock purchase plan expenses which are not allocated to our operating segments. Amortization expense is a non-cash expense for finite-lived customer-relationship and trade name intangible assets acquired in business combinations. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings in order to better assess the results of each segment's operating activities on a consistent basis.

Unallocated corporate and shared costs and credits include expenses and credits related to our chief executive officer and Board of Directors, certain provisions for bad debt allowances or subsequent recoveries such as those related to bankrupt clients, defined benefit pension costs or credits for our frozen U.S. pension plan, certain unallocated professional fees, CEWS benefits, and certain self-insurance costs and recoveries that are not allocated to our individual operating segments.

Restructuring costs arise from time to time from events (such as internal restructurings, losses on subleases, establishment of new operations, and asset impairments) that are not allocated to any particular segment since they historically have not regularly impacted our performance and are not expected to impact our future performance on a regular basis.

32

Additional discussion and analysis of our income taxes, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, unallocated corporate and shared costs and credits, goodwill impairment, restructuring costs, and gain on disposition of business follows the discussion and analysis of the results of operations of our three operating segments.

Segment Revenues

In the normal course of business, our operating segments incur certain out-of-pocket expenses that are thereafter reimbursed by our clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are reported on a gross basis when reporting revenues and expenses, respectively, in our unaudited Condensed Consolidated Statements of Operations. In the discussion and analysis of results of operations which follows, we do not include a gross up of expenses and revenues for these pass-through reimbursed expenses. The amounts of reimbursed expenses and related revenues offset each other in our results of operations with no impact to our net income or operating earnings. A reconciliation of revenues before reimbursements to total revenues determined in accordance with GAAP is presented on the face of the accompanying unaudited Condensed Consolidated Statements of Operations.

Our segment results are impacted by changes in foreign exchange rates. We believe that a non-GAAP discussion and analysis of segment revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, is helpful in understanding the results of our segment operations.

Segment Expenses

Our discussion and analysis of segment operating expenses is comprised of two components: "Direct Compensation, Fringe Benefits & Non-Employee Labor" and "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor."

"Direct Compensation, Fringe Benefits & Non-Employee Labor" includes direct compensation, payroll taxes, and benefits provided to the employees of each segment, as well as payments to outsourced service providers that augment our staff in each segment. As a service company, these costs represent our most significant and variable operating expenses.

Costs of administrative functions, including direct compensation, payroll taxes, and benefits, are managed centrally and considered indirect costs. The allocated indirect costs of our shared-services infrastructure are allocated to each segment based on usage and reflected within "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" of each segment.

In addition to allocated corporate and shared costs, "Expenses Other Than Direct Compensation, Fringe Benefits & Non-Employee Labor" includes travel and entertainment, office rent and occupancy costs, automobile expenses, office operating expenses, data processing costs, cost of risk, professional fees, and amortization and depreciation expense other than amortization of customer-relationship intangible assets.

In addition, we believe that a non-GAAP discussion and analysis of segment gross profit is helpful in understanding the results of our segment operations, excluding indirect centralized administrative support costs. Our discussion and analysis of segment gross profit includes the revenues and direct expenses of each segment.

Unless noted in the following discussion and analysis, revenue amounts exclude reimbursements for out-of-pocket expenses and expense amounts exclude reimbursed out-of-pocket expenses.

Segment Performance Indicators

We typically earn our revenues on an individual fee-per-claim basis for claims management services we provide to carriers, brokers and corporates. Accordingly, the volume of claim referrals to us is a key driver of our revenues. We believe that a discussion and analysis of the segment unit volumes, as measured by cases received, is helpful in understanding the results of our operations.

33

Operating results for our Crawford Loss Adjusting, Crawford TPA Solutions, and Crawford Platform Solutions segments reconciled to net income before income taxes and net income attributable to shareholders of Crawford & Company were follows:

	Three Months Ended						Nine Months Ended
(in thousands, except percentages)	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Revenues:
Crawford Loss Adjusting	$	123,965		$	110,929		$	352,458		$	327,095
Crawford TPA Solutions		100,221			88,908			298,840			275,573
Crawford Platform Solutions		64,314			53,287			157,840			122,403
Total Revenues before reimbursements		288,500			253,124			809,138			725,071
Reimbursements		9,062			8,545			27,124			25,519
Total Revenues	$	297,562		$	261,669		$	836,262		$	750,590
Direct Compensation, Fringe Benefits & Non-Employee Labor:
Crawford Loss Adjusting	$	80,961		$	66,155		$	230,103		$	202,299
% of related revenues before reimbursements		65.3	%		59.6	%		65.3	%		61.8	%
Crawford TPA Solutions		64,573			56,703			191,408			175,040
% of related revenues before reimbursements		64.4	%		63.8	%		64.1	%		63.5	%
Crawford Platform Solutions		42,267			33,516			100,125			75,095
% of related revenues before reimbursements		65.7	%		62.9	%		63.4	%		61.4	%
Total	$	187,801		$	156,374		$	521,636		$	452,434
% of Revenues before reimbursements		65.1	%		61.8	%		64.5	%		62.4	%
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
Crawford Loss Adjusting	$	35,941		$	30,635		$	104,231		$	99,942
% of related revenues before reimbursements		29.0	%		27.6	%		29.6	%		30.6	%
Crawford TPA Solutions		30,614			27,917			92,967			86,825
% of related revenues before reimbursements		30.5	%		31.4	%		31.1	%		31.5	%
Crawford Platform Solutions		11,079			9,116			31,778			26,369
% of related revenues before reimbursements		17.2	%		17.1	%		20.1	%		21.5	%
Total before reimbursements		77,634			67,668			228,976			213,136
% of Revenues before reimbursements		26.9	%		26.7	%		28.3	%		29.4	%
Reimbursements		9,062			8,545			27,124			25,519
Total	$	86,696		$	76,213		$	256,100		$	238,655
% of Revenues		29.1	%		29.1	%		30.6	%		31.8	%
Segment Operating Earnings:
Crawford Loss Adjusting	$	7,063		$	14,139		$	18,124		$	24,854
% of related revenues before reimbursements		5.7	%		12.7	%		5.1	%		7.6	%
Crawford TPA Solutions		5,034			4,288			14,465			13,708
% of related revenues before reimbursements		5.0	%		4.8	%		4.8	%		5.0	%
Crawford Platform Solutions		10,968			10,655			25,937			20,939
% of related revenues before reimbursements		17.1	%		20.0	%		16.4	%		17.1	%
Deduct:
Unallocated corporate and shared costs, net		(2,266	)		(1,027	)		(5,081	)		(6,189	)
Net corporate interest expense		(1,648	)		(1,599	)		(4,443	)		(6,275	)
Stock option expense		(296	)		(457	)		(700	)		(1,033	)
Amortization of customer-relationship intangible assets		(2,877	)		(3,665	)		(8,426	)		(9,153	)
Goodwill impairment		—			—			—			(17,674	)
Restructuring costs		—			—			—			(5,714	)
Gain on disposition of business, net		—			14,104			—			13,763
Income before income taxes		15,978			36,438			39,876			27,226
Provision for income taxes		(4,866	)		(11,729	)		(10,927	)		(9,554	)
Net income		11,112			24,709			28,949			17,672
Net loss (income) attributable to noncontrolling interests and redeemable noncontrolling interests		83			(312	)		90			1,224
Net income attributable to shareholders of Crawford & Company	$	11,195		$	24,397		$	29,039		$	18,896

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CRAWFORD LOSS ADJUSTING SEGMENT

Operating earnings in our Crawford Loss Adjusting segment totaled $7.1 million, or 5.7% of revenues before reimbursements, for the three months ended September 30, 2021, compared with 2020 operating earnings of $14.1 million, or 12.7% of revenues before reimbursements. For the nine months ended September 30, 2021, our Crawford Loss Adjusting segment reported operating earnings of $18.1 million, or 5.1% of revenues before reimbursements, compared with 2020 operating earnings of $24.9 million, or 7.6% of revenues before reimbursements. The decrease in operating earnings in the 2021 third quarter and year-to-date periods was primarily due to lower profitability in certain international operations and an increase in compensation expense. Additionally, there was a $0.5 million and $1.7 million expense benefit in the three months and nine months ended September 30, 2021, respectively, as a result of the Canada Emergency Wage Subsidy (“CEWS”), and a benefit of $2.3 million and $3.7 million in the three and nine months ended September 30, 2020, respectively.

Excluding centralized indirect support costs, gross profit decreased from $33.2 million, or 29.9% of revenues before reimbursements in 2020, to $28.2 million, or 22.7% of revenues before reimbursements, in the three months ended September 30, 2021. For the nine months ended September 30, 2021, gross profit decreased from $86.2 million, or 26.4% of revenues before reimbursements in 2020, to $80.9 million, or 22.9% of revenues before reimbursements. These decreases are primarily due to lower profitability in certain international operations and an increase in compensation expense.

Operating results for our Crawford Loss Adjusting segment, including gross profit, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	In thousands (except percentages)
	Based on actual exchange rates
Three Months Ended September 30,	2021			2020			Variance
Revenues	$	123,965		$	110,929			11.8	%
Direct expenses		95,782			77,758			23.2	%
Gross profit		28,183			33,171			(15.0	)%
Indirect expenses		21,120			19,032			11.0	%
Total Crawford Loss Adjusting Operating Earnings	$	7,063		$	14,139			(50.0	)%
Gross profit margin		22.7	%		29.9	%		(7.2	)%
Operating margin		5.7	%		12.7	%		(7.0	)%

	In thousands (except percentages)
	Based on actual exchange rates
Nine Months Ended September 30,	2021			2020			Variance
Revenues	$	352,458		$	327,095			7.8	%
Direct expenses		271,592			240,882			12.7	%
Gross profit		80,866			86,213			(6.2	)%
Indirect expenses		62,742			61,359			2.3	%
Total Crawford Loss Adjusting Operating Earnings	$	18,124		$	24,854			(27.1	)%
Gross profit margin		22.9	%		26.4	%		(3.5	)%
Operating margin		5.1	%		7.6	%		(2.5	)%

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Revenues before Reimbursements

Crawford Loss Adjusting segment revenues are primarily derived from the global property and casualty insurance company markets in the U.S., U.K., Canada, Australia, Europe and Rest of World. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		Variance
U.S.	$	43,277	$	34,438		25.7	%	$	43,277		25.7	%
U.K.		27,140		24,568		10.5	%		24,333		(1.0	)%
Australia		18,907		18,855		0.3	%		16,931		(10.2	)%
Canada		13,537		13,797		(1.9	)%		12,783		(7.3	)%
Europe		12,876		11,631		10.7	%		12,055		3.6	%
Rest of World		8,228		7,640		7.7	%		7,957		4.1	%
Total Crawford Loss Adjusting Revenues before Reimbursements	$	123,965	$	110,929		11.8	%	$	117,336		5.8	%

	Nine Months Ended
	Based on actual exchange rates							Based on exchange rates for the nine months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		Variance
U.S.	$	113,999	$	95,973		18.8	%	$	113,999		18.8	%
U.K.		78,385		77,603		1.0	%		72,438		(6.7	)%
Australia		55,127		51,590		6.9	%		48,284		(6.4	)%
Canada		40,030		42,668		(6.2	)%		37,088		(13.1	)%
Europe		39,525		36,137		9.4	%		36,758		1.7	%
Rest of World		25,392		23,124		9.8	%		24,903		7.7	%
Total Crawford Loss Adjusting Revenues before Reimbursements	$	352,458	$	327,095		7.8	%	$	333,470		1.9	%

Revenues before reimbursements from our Crawford Loss Adjusting segment totaled $124.0 million in the three months ended September 30, 2021, compared with $110.9 million in the 2020 period. This increase was due to an increase in Hurricane Ida case activity in the U.S. and the change in exchange rates, which increased our Crawford Loss Adjusting segment revenues by approximately 6.0%, or $6.6 million, for the three months ended September 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Loss Adjusting segment revenues would have been $117.3 million for the three months ended September 30, 2021. There was a $0.9 million net increase, or 0.8% increase in Crawford Loss Adjusting revenues in the quarter as a result of recent acquisitions and dispositions. There was an increase in segment unit volume, measured principally by cases received, of 9.1% for the three months ended September 30, 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 4.1% revenue decrease for the three months ended September 30, 2021 compared with the same period in 2020.

For the nine months ended September 30, 2021, revenues before reimbursements from our Crawford Loss Adjusting segment totaled $352.5 million, compared with $327.1 million for the 2020 period. This increase was primarily due to the increase in Hurricane Ida related case activity in the U.S. in the third quarter, and the change in exchange rates, which resulted in an increase of our Crawford Loss Adjusting segment revenues by approximately 5.9%, or $19.0 million, for the nine months ended September 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Loss Adjusting segment revenues would have been $333.5 million for the nine months ended September 30, 2021. There was a $4.2 million net decrease, or 1.3% reduction, in Crawford Loss Adjusting revenues in the year-to-date period as a result of dispositions in 2020. There was an increase in segment unit volume, measured principally by cases received, of 5.1% for the nine months ended September 30, 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 1.9% revenue decrease for the nine months ended September 30, 2021, compared with the same period in 2020.

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The increase in revenues in the U.S. for both the three months and nine months ended September 30, 2021 was due to the increase in weather related cases in the 2021 period and new client growth. Based on constant foreign exchange rates, there was a decrease in revenues in the U.K. in the 2021 periods, compared with 2020, primarily due to the Lloyd Warwick International ("LWI") disposition in June 2020 and a change in the mix of services provided. There was a decrease in revenues in Australia due to a decrease in weather related cases in 2021. Revenues in Canada decreased in 2021 due to the continued negative economic impact of COVID-19. There was an increase in revenues in Europe in the 2021 period due to increased volumes in several countries in the third quarter, partially offset by a change in the mix of services provided in the year-to-date period. There was an increase in revenues in Rest of World in the 2021 period, primarily due to the acquisition in Chile in October 2020, partially offset by a decrease in Asia.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford Loss Adjusting segment, which are included in total Company revenues, were $5.6 million and $6.1 million for the three months ended September 30, 2021 and 2020, respectively. Reimbursements were $16.9 million and $19.1 million for the nine months ended September 30, 2021 and 2020, respectively. The decrease in reimbursed expenses was due to a decreased use of third parties in the 2021 period.

Case Volume Analysis

Crawford Loss Adjusting segment unit volumes by geographic region, measured by cases received, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended							Nine Months Ended
(whole numbers, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		September 30, 2020		Variance
U.S.		45,167		42,877		5.3	%		114,776		112,359		2.2	%
U.K.		18,996		14,503		31.0	%		54,219		42,059		28.9	%
Australia		9,320		10,352		(10.0	)%		32,662		37,110		(12.0	)%
Europe		8,422		8,048		4.6	%		25,602		26,138		(2.1	)%
Canada		8,054		7,877		2.2	%		20,478		22,454		(8.8	)%
Rest of World		7,760		5,901		31.5	%		22,641		17,240		31.3	%
Total Crawford Loss Adjusting Cases Received		97,719		89,558		9.1	%		270,378		257,360		5.1	%

Overall, there was an increase in cases received of 9.1% and 5.1% for the three and nine months ended September 30, 2021, respectively, compared with the 2020 periods. There was an increase in U.S. case volumes in the third quarter and year-to-date period due to the increase in weather related activity and the change in the mix of services provided. The U.K. case volumes were higher in the 2021 periods due to an increase in high-frequency, low-severity cases. There was a decrease in cases in Australia due to a reduction in weather related case activity in the current period. There was an increase in cases received in Europe in 2021 in the third quarter due to an increase in weather activity, although a decrease in the nine month period due to a change in the mix of services provided. There was an increase in cases in Canada in the third quarter due to a change in the mix of services provided, although a decline for the year-to-date period due to the impact of COVID-19. There was an increase in cases received in the 2021 periods in Rest of World primarily due to our recent acquisition in Chile.

As a result of the impact from the COVID-19 pandemic, cases received in future quarters could be materially negatively impacted, unless offset by the impact of cases received from new client programs or weather related activity.

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Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Crawford Loss Adjusting segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. As a percentage of revenues before reimbursements, direct compensation, fringe benefits, and non-employee labor expenses were 65.3% for the three months ended September 30, 2021 compared with 59.6% for the 2020 period. For the nine months ended September 30, 2021, direct compensation, fringe benefits, and non-employee labor expenses were 65.3%, compared with 61.8% in 2020. The total dollar amount of these expenses increased to $81.0 million for the three months ended September 30, 2021 from $66.2 million for the comparable 2020 period, and were $230.1 million for the nine months ended September 30, 2021 compared to $202.3 million in 2020. The increase in amounts was due to the increased revenues, change in foreign exchange rates and recent acquisitions, and the increase in the percentage of revenues before reimbursements is because compensation expense did not decrease in line with the lower revenues in certain international operations, and an increase in incentive compensation. Additionally, there was a $0.5 million and $1.7 million expense benefit in the three months and nine months ended September 30, 2021, respectively, as a result of CEWS, and a benefit of $2.3 million and $3.7 million in the three and nine months ended September 30, 2020, respectively. There was an average of 3,432 full-time equivalent employees in this segment in the nine months ended September 30, 2021 compared with an average of 3,321 in the 2020 period.

Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

Crawford Loss Adjusting expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $35.9 million for the three months ended September 30, 2021 compared with $30.6 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 29.0% for the three months ended September 30, 2021 compared with 27.6% for the 2020 period. The increases in the current year were due to technology investments, an increase in the allowance for credit losses, and an increase in administrative support costs. For the nine months ended September 30, 2021, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $104.2 million, compared with $99.9 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 29.6% for the nine months ended September 30, 2021, compared with 30.6% for the 2020 period. The decrease in expenses as a percent of revenues before reimbursements were due to cost reduction initiatives.

CRAWFORD TPA SOLUTIONS SEGMENT

Our Crawford TPA Solutions segment, which operates under the Broadspire brand, reported operating earnings of $5.0 million, or 5.0% of revenues before reimbursements, for the three months ended September 30, 2021 as compared with $4.3 million, or 4.8% of revenues before reimbursements, for the third quarter of 2020. For the nine months ended September 30, 2021, our Crawford TPA Solutions segment reported operating earnings of $14.5 million, or 4.8% of revenues before reimbursements, compared with 2020 operating earnings of $13.7 million, or 5.0% of revenues before reimbursements. These increases were due to the increase in revenues in the U.S. and lower operating and administrative costs. There was a $0.2 million and $0.7 million expense benefit in the three months and nine months ended September 30, 2021, respectively, as a result of CEWS, and a benefit of $0.4 million and $1.1 million in the three and nine months ended September 30, 2020, respectively.

Excluding centralized indirect support costs, third quarter gross profit increased from $17.9 million, or 20.1% of revenues before reimbursements, in 2020 to $19.8 million, or 19.7% of revenues before reimbursements, in 2021. For the nine months ended September 30, 2021, gross profit increased from $55.4 million, or 20.1% of revenues before reimbursements in 2020, to $58.0 million, or 19.4% of revenues before reimbursements, due to the increased revenues in the U.S. and reduction in expenses.

Operating results for our Crawford TPA Solutions segment, including gross profit, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	In thousands (except percentages)
	Based on actual exchange rates
Three Months Ended September 30,	2021			2020			Variance
Revenues	$	100,221		$	88,908			12.7	%
Direct expenses		80,439			71,048			13.2	%
Gross profit		19,782			17,860			10.8	%
Indirect expenses		14,748			13,572			8.7	%
Total Crawford TPA Solutions Operating Earnings	$	5,034		$	4,288			17.4	%
Gross profit margin		19.7	%		20.1	%		(0.4	)%
Operating margin		5.0	%		4.8	%		0.2	%

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	In thousands (except percentages)
	Based on actual exchange rates
Nine Months Ended September 30,	2021			2020			Variance
Revenues	$	298,840		$	275,573			8.4	%
Direct expenses		240,819			220,180			9.4	%
Gross profit		58,021			55,393			4.7	%
Indirect expenses		43,556			41,685			4.5	%
Total Crawford TPA Solutions Operating Earnings	$	14,465		$	13,708			5.5	%
Gross profit margin		19.4	%		20.1	%		(0.7	)%
Operating margin		4.8	%		5.0	%		(0.2	)%

Revenues before Reimbursements

Crawford TPA Solutions revenues are derived from the global casualty and disability insurance and self-insured markets in the U.S., U.K., Canada and Europe and Rest of World. Revenues before reimbursements by major region, based on actual exchange rates and using a constant exchange rate, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		Variance
U.S.	$	75,804	$	70,726		7.2	%	$	75,804		7.2	%
Europe and Rest of World		14,003		8,548		63.8	%		12,720		48.8	%
U.K.		6,063		4,145		46.3	%		5,435		31.1	%
Canada		4,351		5,489		(20.7	)%		4,116		(25.0	)%
Total Crawford TPA Solutions Revenues before Reimbursements	$	100,221	$	88,908		12.7	%	$	98,075		10.3	%

	Nine Months Ended
	Based on actual exchange rates							Based on exchange rates for the nine months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		Variance
U.S.	$	225,982	$	217,992		3.7	%	$	225,982		3.7	%
Europe and Rest of World		42,183		27,675		52.4	%		38,239		38.2	%
U.K.		16,512		12,385		33.3	%		15,236		23.0	%
Canada		14,163		17,521		(19.2	)%		13,121		(25.1	)%
Total Crawford TPA Solutions Revenues before Reimbursements	$	298,840	$	275,573		8.4	%	$	292,578		6.2	%

Revenues before reimbursements from our Crawford TPA Solutions segment totaled $100.2 million in the three months ended September 30, 2021 compared with $88.9 million in the 2020 period. This increase was primarily due to an increase in the U.S. and a $5.4 million, or 6.0%, increase in revenues due to recent acquisitions in Chile and Australia which are reported in Europe and Rest of World. Changes in foreign exchange rates resulted in an increase of our Crawford TPA Solutions segment revenues by approximately 2.4%, or $2.1 million, for the three months ended September 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford TPA Solutions segment revenues would have been $98.1 million for the three months ended September 30, 2021. Revenues were negatively impacted by a decrease in unit volumes, measured principally by cases received, of 1.7% for the three months ended September 30, 2021 compared with the same period of 2020. Changes in product mix and in the rates charged for those services accounted for a 6.0% revenue increase for the 2021 third quarter compared with the 2020 period.

For the nine months ended September 30, 2021, revenues before reimbursements from our Crawford TPA Solutions segment totaled $298.8 million, compared with $275.6 million for the 2020 period. This increase was primarily due to the increase in U.S. and U.K. cases received and a $15.0 million, or 5.4%, increase due to recent acquisitions. Changes in foreign exchange rates resulted in an increase of our Crawford TPA Solutions segment revenues by approximately 2.2%, or $6.3 million, for the nine months ended September 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford TPA Solutions segment revenues would have been $292.6 million for the nine months ended September 30, 2021. There was a decrease in segment unit volume, measured principally by cases received, of 2.1% for the nine months ended September 30, 2021, compared with the 2020 period. Changes in product mix and in the rates charged for those services accounted for a 2.9% revenue increase for the nine months ended September 30, 2021, compared with the same period in 2020.

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The increase in revenues in the U.S. for the three and nine months ended September 30, 2021 was due to an increase in the mix of services provided as business activity continued to improve from the impact of COVID-19 economic conditions that were present in the prior year. Based on constant foreign exchange rates, there was an increase in revenues in the U.K. in the 2021 periods due to client case volume increases in our legal services business line. Revenues in Canada decreased in the current year as a result of continued negative COVID-19 economic conditions and the exit from a service line in that country. Revenues increased in Europe and Rest of World in 2021 primarily due to recent acquisitions in Chile and Australia which strengthened our legal services offerings in those countries.

Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford TPA Solutions segment were $2.5 million for the three months ended September 30, 2021, compared with $1.8 million in the comparable 2020 period. Reimbursements were $7.8 million and $5.5 million for the nine months ended September 30, 2021 and 2020, respectively. The increase in reimbursed expenses in the 2021 period was due to the increased revenues and increased use of third parties from the recent acquisitions.

Case Volume Analysis

Crawford TPA Solutions unit volumes by geographic region, as measured by cases received, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended							Nine Months Ended
(whole numbers, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		September 30, 2020		Variance
U.S.		124,703		130,272		(4.3	)%		370,840		358,169		3.5	%
Europe and Rest of World		44,659		44,522		0.3	%		138,848		150,089		(7.5	)%
U.K.		15,182		10,378		46.3	%		42,871		35,400		21.1	%
Canada		8,568		11,213		(23.6	)%		25,952		47,258		(45.1	)%
Total Crawford TPA Solutions Cases Received		193,112		196,385		(1.7	)%		578,511		590,916		(2.1	)%

Overall case volumes were 1.7% lower for the three months ended September 30, 2021 due to a decrease in the U.S. and Canada, partially offset by an increase in the U.K. Case volumes were 2.1% lower for the nine months ended September 30, 2021, compared with 2020, due to decreases in Canada and Europe. The decrease in the U.S. in the third quarter was due to a reduction in casualty and disability claims, although the increase in the U.S. in the year-to-date period was due to the general economic recovery and impact of the pandemic in the prior year. The decrease in Canada was primarily due to the continued negative impact from COVID-19 economic conditions and the exit from a service line in that country. The decrease in cases received in Europe and Rest of World in the year-to-date period was due to a decrease in high-frequency, low-complexity cases received in Germany, partially offset by an increase in cases from recent acquisitions, although there was a slight increase in the quarter. The increase in cases in the U.K. was due to an increase in high-frequency, low-severity liability cases.

Crawford TPA Solutions unit volumes are sensitive to overall employment levels and workplace reported injuries. As a result of the varying level of unemployment in the U.S. due to the COVID-19 pandemic, as well as economic contraction globally which could impact other geographic regions, future case referrals could be materially negatively impacted unless offset by new client programs.

Direct Compensation, Fringe Benefits & Non-Employee Labor

The most significant expense in our Crawford TPA Solutions segment is the compensation of employees, including related payroll taxes and fringe benefits, and the payments to outsourced service providers that augment the functions performed by our employees. For the three months ended September 30, 2021, direct compensation, fringe benefits, and non-employee labor, as a percent of the related revenues before reimbursements, increased from 63.8% in 2020 to 64.4% in 2021. For the nine months ended September 30, 2021, direct compensation, fringe benefits, and non-employee labor expenses were 64.1%, compared with 63.5% in 2020. The total dollar amount of these expenses increased to $64.6 million for the three months ended September 30, 2021 from $56.7 million for the comparable 2020 period, and were $191.4 million for the nine months ended September 30, 2021 compared with $175.0 million in 2020. The increase in the amounts were due to the increased revenues and an increase in average full-time equivalent employees from the recent acquisitions. The increase in expense as a percent of revenues before reimbursements is due to an increase in compensation, including incentive compensation, and higher compensation expense in our legal services business. There was a $0.2 million and $0.7 million expense benefit in the three months and nine months ended September 30, 2021, respectively, as a result of CEWS, and a benefit of $0.4 million and $1.1 million in the three and nine months ended September 30, 2020, respectively. Average full-time equivalent employees in this segment totaled 3,541 in the first nine months ended September 30, 2021, compared with 3,121 in the comparable 2020 period, increasing primarily due to recent acquisitions.

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Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

Crawford TPA Solutions segment expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor as a percent of revenues before reimbursements were 30.5% for the three months ended September 30, 2021, compared with 31.4% in the comparable 2020 period. The amount of these expenses increased from $27.9 million for the three months ended September 30, 2020 to $30.6 million in 2021. The decrease in expenses as a percent of revenues in the third quarter was due to the increased revenues. For the nine months ended September 30, 2021, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $93.0 million, compared with $86.8 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 31.1% for the nine months ended September 30, 2021, compared with 31.5% for the 2020 period. The increase in the overall expense was due to higher revenues, recent acquisitions and the change in exchange rates. The slight decrease in the percent of revenues before reimbursements was due to the increased revenues in the U.S.

CRAWFORD PLATFORM SOLUTIONS SEGMENT

Our Crawford Platform Solutions segment reported operating earnings of $11.0 million for the three months ended September 30, 2021, increasing over operating earnings of $10.7 million in the comparable 2020 period. The related segment operating margin decreased from 20.0% for the three months ended September 30, 2020, to 17.1% in the comparable 2021 period. The increase in operating earnings was due to an increase in revenues in our Networks service line resulting from an increase in Hurricane Ida case activity and new client growth in the U.S. The decrease in margin was due to an increase in compensation expense, including incentive compensation. For the nine months ended September 30, 2021, our Crawford Platform Solutions segment reported operating earnings of $25.9 million, or 16.4% of revenues before reimbursements, compared with 2020 operating earnings of $20.9 million, or 17.1% of revenues before reimbursements. The increase in operating earnings in 2021 was due to an increase in weather related cases and a reduction in administrative support expenses. There was a $0.1 million and $0.2 million expense benefit in the three months and nine months ended September 30, 2021, respectively, as a result of CEWS, and a benefit of $0.1 million and $0.3 million in the three and nine months ended September 30, 2020, respectively.

Excluding indirect support costs, gross profit in the third quarter increased from $14.4 million, or 27.0% of revenues before reimbursements in 2020 to $16.4 million, or 25.6% of revenues before reimbursements, in 2021. For the nine months ended September 30, 2021, gross profit increased from $32.5 million, or 26.5% of revenues before reimbursements in 2020, to $41.6 million, or 26.4% of revenues before reimbursements, as a result of the Networks revenue increase in the U.S., a change in the mix of services provided in the U.K., and the absence of client start-up expenses that were present in 2020.

Operating results for our Crawford Platform Solutions segment, including gross profit, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	In thousands (except percentages)
	Based on actual exchange rates
Three Months Ended September 30,	2021			2020			Variance
Revenues	$	64,314		$	53,287			20.7	%
Direct expenses		47,879			38,886			23.1	%
Gross profit		16,435			14,401			14.1	%
Indirect expenses		5,467			3,746			45.9	%
Total Crawford Platform Solutions Operating Earnings	$	10,968		$	10,655			2.9	%
Gross profit margin		25.6	%		27.0	%		(1.4	)%
Operating margin		17.1	%		20.0	%		(2.9	)%

	In thousands (except percentages)
	Based on actual exchange rates
Nine Months Ended September 30,	2021			2020			Variance
Revenues	$	157,840		$	122,403			29.0	%
Direct expenses		116,213			89,950			29.2	%
Gross profit		41,627			32,453			28.3	%
Indirect expenses		15,690			11,514			36.3	%
Total Crawford Platform Solutions Operating Earnings	$	25,937		$	20,939			23.9	%
Gross profit margin		26.4	%		26.5	%		(0.1	)%
Operating margin		16.4	%		17.1	%		(0.7	)%

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Revenues before Reimbursements

Crawford Platform Solutions segment revenues are primarily derived from the global property and casualty insurance company markets in the U.S., U.K., Canada, and Rest of World. Revenues before reimbursements by major region, based on actual exchange rates, using a constant exchange rate for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended
	Based on actual exchange rates							Based on exchange rates for the three months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		Variance
U.S.	$	56,473	$	47,556		18.8	%	$	56,473		18.8	%
Canada		3,150		2,980		5.7	%		2,972		(0.3	)%
U.K.		2,561		1,354		89.1	%		2,292		69.3	%
Europe and Rest of World		2,130		1,397		52.5	%		1,970		41.0	%
Total Crawford Platform Solutions Revenues before Reimbursements	$	64,314	$	53,287		20.7	%	$	63,707		19.6	%

	Nine Months Ended
	Based on actual exchange rates							Based on exchange rates for the nine months ended September 30, 2020
(in thousands, except percentages)	September 30, 2021		September 30, 2020		Variance			September 30, 2021		Variance
U.S.	$	136,689	$	105,090		30.1	%	$	136,689		30.1	%
Canada		8,416		8,150		3.3	%		7,797		(4.3	)%
U.K.		7,370		5,021		46.8	%		6,817		35.8	%
Europe and Rest of World		5,365		4,142		29.5	%		4,895		18.2	%
Total Crawford Platform Solutions Revenues before Reimbursements	$	157,840	$	122,403		29.0	%	$	156,198		27.6	%

Revenues before reimbursements from our Crawford Platform Solutions segment totaled $64.3 million in the three months ended September 30, 2021, compared with $53.3 million in the 2020 period. This increase was primarily due to an increase in Hurricane Ida case volumes in the U.S. and an increase in new client growth. Changes in foreign exchange rates resulted in an increase of our Crawford Platform Solutions segment revenues by approximately 1.1%, or $0.6 million, for the three months ended September 30, 2021, as compared with 2020. Absent foreign exchange fluctuations, Crawford Platform Solutions segment revenues would have been $63.7 million for the three months ended September 30, 2021. Overall case volumes were 6.0% higher for the three months ended September 30, 2021, compared with the same period of 2020. Revenues in our U.S. Crawford Networks segment include revenues where we provide staff augmentation for our clients, which resulted in $6.4 million revenue increase in the 2021 third quarter, or a 12.0% increase in Crawford Platform Solutions revenue. The revenues from these clients do not typically result in cases received. Changes in product mix and in the rates charged for those services accounted for a 1.6% revenue increase for the three months ended September 30, 2021 compared with the same period in 2020.

For the nine months ended September 30, 2021, revenues before reimbursements from our Crawford Platform Solutions segment totaled $157.8 million, compared with $122.4 million for the 2020 period. This increase was also due to an increase in weather related case volumes in the U.S. and an increase in new client growth. Changes in foreign exchange rates resulted in an increase of our Crawford Platform Solutions segment revenues by approximately 1.4%, or $1.6 million, for the nine months ended September 30, 2021 as compared with the 2020 period. Absent foreign exchange rate fluctuations, Crawford Platform Solutions segment revenues would have been $156.2 million for the nine months ended September 30, 2021. There was an increase in segment unit volume, measured principally by cases received, of 19.1% for the nine months ended September 30, 2021, compared with the 2020 period. 9.4% of the increase was due to an increase of 30,600 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 31,466, or 9.7% in Crawford Platform Solutions cases received in 2021. Revenues in our U.S. Crawford Networks segment include revenues where we provide staff augmentation for our clients, which resulted in $22.7 million revenue increase in the 2021 year-to-date period, or an 18.5% increase in Crawford Platform Solutions revenue. The revenues from these clients do not typically result in cases received. Changes in product mix and in the rates charged for those services accounted for a 0.6% revenue decrease for the nine months ended September 30, 2021, compared with the same period in 2020.

The increase in revenues in the U.S. for the three months and nine months ended September 30, 2021 was due to an increase in weather related case activity and an increase in new client growth. On a constant currency basis, there was a revenue increase in the U.K. in 2021 due to an increase in our Contractor Connection service line. Revenues in Canada decreased in 2021 due to the impact of COVID-19. There was an increase in revenues in Rest of World due to new client growth.

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Reimbursed Expenses included in Total Revenues

Reimbursements for out-of-pocket expenses incurred in our Crawford Platform Solutions segment were $1.0 million for the three months ended September 30, 2021 compared with $0.6 million in the comparable 2020 period. Reimbursements were $2.4 million and $0.8 million for the nine months ended September 30, 2021 and 2020, respectively. The increases were due to the increase in revenues in 2021.

Case Volume Analysis

Crawford Platform Solutions unit volumes by geographic region, as measured by cases received, for the three and nine months ended September 30, 2021 and 2020 were as follows:

	Three Months Ended				Nine Months Ended
(whole numbers, except percentages)	September 30, 2021	September 30, 2020	Variance	September 30, 2021		September 30, 2020	Variance
U.S.	114,353	112,455	1.7%	313,049		270,258	15.8%
Canada	16,535	13,216	25.1%	49,334		35,730	38.1%
Rest of World	5,960	4,096	45.5%	15,117		13,333	13.4%
U.K.	3,069	2,191	40.1%	10,358		6,471	60.1%
Total Crawford Platform Solutions Cases Received	139,917	131,958	6.0%	387,858		325,792	19.1%

Overall case volumes were 6.0% and 19.1% higher in the three and nine months ended September 30, 2021 compared with 2020 due to increases in the U.S., Canada and U.K. For the nine months ended September 30, 2021, 9.4% of the increase was due to an increase of 30,600 high-frequency, low-severity cases received in our WeGoLook service line. Excluding these WeGoLook cases, there was an increase in segment unit volume of 31,466, or 9.7% in Crawford Platform Solutions cases received in 2021.

The increase in U.S. case volumes in the three months ended September 30, 2021 was primarily due to an increase in Hurricane Ida case activity. A portion of the increase in revenues in the U.S. is the result of new client growth, however the revenues generated for these clients consist of us providing dedicated employees which is not measured by cases, and accordingly there is no increase in cases received to match the increase in revenues. The increase in cases in Canada are due to an increase in new clients in our Contractor Connection service line. The U.K. case volumes were higher in the three months and nine months ended September 30, 2021 due to an increase in assignments to our Contractor Connection service line. Cases received in Rest of World was higher in 2021 due to new client growth.

As a result of the impact from the COVID-19 pandemic, cases received in future quarters could be materially negatively impacted, unless offset by the impact of cases received from new client programs or weather related activity.

Direct Compensation, Fringe Benefits & Non-Employee Labor

Crawford Platform Solutions direct compensation, fringe benefits, and non-employee labor expenses as a percent of revenues before reimbursements were 65.7% in the 2021 quarter compared with 62.9% in the 2020 quarter. For the nine months ended September 30, 2021, direct compensation, fringe benefits, and non-employee labor expenses were 63.4%, compared with 61.4% in 2020. The dollar amount of these expenses was $42.3 million for the 2021 quarter and $33.5 million for the comparable 2020 period, and were $100.1 million for the nine months ended September 30, 2021 compared to $75.1 million in 2020. The increase in costs was due to the higher revenues in the current year and increased employees to support client growth. The increase in the percentage of revenues before reimbursements in the current year was due to the change in product mix and higher compensation expense to support the new client growth. There was a $0.1 million and $0.2 million expense benefit in the three months and nine months ended September 30, 2021, respectively, as a result of CEWS, and a benefit of $0.1 million and $0.3 million in the three and nine months ended September 30, 2020, respectively. There was an average of 1,217 full-time equivalent employees in Crawford Platform Solutions in the 2021 nine month period, compared with an average of 1,028 for the comparable 2020 period.

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Expenses Other than Reimbursements, Direct Compensation, Fringe Benefits & Non-Employee Labor

Expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were 17.2% of Crawford Platform Solutions revenues before reimbursements for the three months ended September 30, 2021 compared with 17.1% for the comparable period in 2020. The dollar amount of these expenses increased to $11.1 million in the 2021 third quarter as compared with $9.1 million in the 2020 period. The increase in the amount in 2021 was due to the higher revenues and the change in foreign exchange rates. The slight increase in the expense as a percent of revenues before reimbursements in 2021 is due to an increase in administrative support costs. For the nine months ended September 30, 2021, expenses other than reimbursements, direct compensation, fringe benefits, and non-employee labor were $31.8 million, compared with $26.4 million for the 2020 period. As a percentage of revenues before reimbursements, expenses other than direct compensation, fringe benefits, and non-employee labor expenses were 20.1% for the nine months ended September 30, 2021, compared with 21.5% for the 2020 period. The increase in overall expenses was due to the increased revenues. The decrease in the expense as a percent of revenues before reimbursements in 2021 is due to the higher revenues and a decrease in administrative support costs.

EXPENSES AND CREDITS EXCLUDED FROM SEGMENT OPERATING EARNINGS

Income Taxes

Our consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from our various domestic and international operations, which are subject to income taxes at different rates, our ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. We estimate that our effective income tax rate for 2021 will be approximately 28% to 30% after considering known discrete items as of September 30, 2021.

The provision for income taxes on consolidated income before income tax totaled $4.9 million and $11.7 million for the three months ended September 30, 2021 and 2020, respectively. The provision for income taxes on consolidated income before income tax totaled $10.9 million and $9.6 million for the nine months ended September 30, 2021 and 2020, respectively. The overall effective tax rate decreased to 27.4% for the nine months ended September 30, 2021 compared with 35.1% for the 2020 period primarily due to the impact of goodwill impairment and LWI disposition in the prior year.

Net Corporate Interest Expense

Net corporate interest expense consists of interest expense that we incur on our short- and long-term borrowings, partially offset by any interest income we earn on available cash balances and short-term investments. These amounts vary based on interest rates, borrowings outstanding and the amounts of invested cash. Corporate interest expense totaled $1.6 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively. Interest income was below $0.1 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively. Corporate interest expense totaled $4.8 million and $6.4 million for the nine months ended September 30, 2021 and 2020, respectively. Interest income was $0.3 million and $0.1 million for the nine months ended September 30, 2021 and 2020, respectively. The 2021 amounts were lower due to lower average borrowings and the change in interest rates between periods.

Stock Option Expense

Stock option expense, a component of stock-based compensation, is comprised of non-cash expenses related to stock options granted under our various stock option and employee stock purchase plans. Stock option expense is not allocated to our operating segments. Stock option expense totaled $0.3 million and $0.5 million for the three months ended September 30, 2021 and 2020, respectively. Stock option expense totaled $0.7 million and $1.0 million for the nine months ended September 30, 2021 and 2020, respectively.

Amortization of Customer-Relationship Intangible Assets

Amortization of customer-relationship intangible assets represents the non-cash amortization expense for finite-lived customer-relationship and trade name intangible assets. Amortization expense associated with these intangible assets totaled $2.9 million and $3.7 million for the three months ended September 30, 2021 and 2020, respectively. Amortization expense associated with these intangible assets totaled $8.4 million and $9.2 million for the nine months ended September 30, 2021 and 2020, respectively. This amortization expense is included in "Selling, general, and administrative expenses" in our unaudited Condensed Consolidated Statements of Operations.

Unallocated Corporate and Shared Costs, Net

Certain unallocated corporate and shared costs are excluded from the determination of segment operating earnings. For the three and nine months ended September 30, 2021 and 2020, unallocated corporate and shared costs and credits represented costs of our frozen U.S. defined benefit pension plan, expenses for our chief executive officer and our Board of Directors, certain adjustments to our self-insured liabilities, certain unallocated legal costs and professional fees, and certain adjustments and recoveries to our allowances for doubtful accounts receivable.

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Unallocated corporate and shared costs were $2.3 million and $1.0 million for the three months ended September 30, 2021 and 2020, respectively. The increase for the third quarter was due to an increase in professional fees and a decreased credit from CEWS. For the nine months ended September 30, 2021 and 2020, unallocated corporate and shared costs were $5.1 million and $6.2 million, respectively. The decrease for the year-to-date period is primarily due to a decrease in unallocated incentive compensation and severance expense, decrease in self-insurance expenses and pension expense, partially offset by a decreased credit from CEWS.

Goodwill Impairment

There was no goodwill impairment in 2021. We recognized a pretax non-cash goodwill impairment in the 2020 first quarter totaling $17.7 million related to our former Crawford Claims Solutions reporting unit. This expense was partially offset by a $1.7 million credit in noncontrolling interest expense. See Note 9, "Fair Value Measurements" of our accompanying consolidated financial statements for further discussion about goodwill impairment.

Restructuring Costs

There were no restructuring costs in 2021. We recognized pretax restructuring costs totaling $5.7 million in the 2020 first quarter, related primarily to severance and other termination costs in an effort to consolidate and streamline various functions of our workforce. The restructuring cost was comprised of $5.1 million severance expense and related payroll taxes, and $0.6 million asset impairment. See Note 12, "Restructuring Costs" of our accompanying consolidated financial statements for further discussion about restructuring costs.

Gain on Disposition of Business

We recognized a pretax gain on disposal totaling $14.1 million in the 2020 third quarter related to the disposal of the LWI business in our Crawford Platform Solutions reporting segment. For the nine months ended September 30, 2020, we recognized a net pretax gain on disposal of businesses totaling $13.8 million. There were no dispositions in 2021. See Note 13, "Business Acquisitions and Dispositions" of our accompanying consolidated financial statements for further discussion about this activity.

LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION

At September 30, 2021, our working capital balance (current assets less current liabilities) was approximately $91.2 million, an increase of $32.0 million from the working capital balance at December 31, 2020. Our cash and cash equivalents were $36.9 million at September 30, 2021, compared with $44.7 million at December 31, 2020.

Cash and cash equivalents as of September 30, 2021 consisted of $17.2 million held in the U.S. and $19.7 million held in our foreign subsidiaries. The Company generally does not provide for additional U.S. and foreign income taxes on undistributed earnings of foreign subsidiaries because they are considered to be indefinitely reinvested. During 2020, the Company changed its permanent reinvestment assertion on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to these earnings. The remaining historical earnings and future foreign earnings are expected to remain permanently reinvested and will be used to provide working capital for these operations, fund defined benefit pension plan obligations, repay non-U.S. debt, fund capital improvements, and fund future acquisitions.

However, if at a future date or time funds that remain permanently reinvested are necessary for our operations in the U.S. or we otherwise believe it is in our best interests to repatriate all or a portion of such funds, we may be required to accrue and pay taxes to repatriate these funds. No assurances can be provided as to the amount or timing thereof, the tax consequences related thereto, or the ultimate impact any such action may have on our results of operations or financial condition.

Cash Provided by Operating Activities

Cash provided by operating activities was $20.0 million for the nine months ended September 30, 2021, compared with $57.3 million in the comparable period of 2020. The decrease in cash provided by operating activities was primarily due to an $21.0 million increase in receivables as a result of Hurricane Ida, $6.0 million higher pension contributions, and an $11.2 million impact from the CARES Act and CEWS.

Cash Used in Investing Activities

Cash used in investing activities was $38.8 million for the nine months ended September 30, 2021, compared with $4.4 million used in the first nine months of 2020. The increase in use for 2021 was due to cash paid for the acquisition of edjuster and HBA Legal in the 2021 period, partially offset by the settlement of certain company-owned life insurance policies and a decrease in capital expenditures. Capital expenditures were $20.6 million in 2021 compared to $23.6 million in 2020.

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Cash Provided by/Used in Financing Activities

Cash provided by financing activities was $9.9 million for the nine months ended September 30, 2021, compared with cash used in financing activities of $57.3 million for the 2020 period. We paid $9.6 million in dividends in the nine months ended September 30, 2021 compared with $7.0 million in the 2020 period. During the first nine months of 2021, there was a decrease of $26.6 million of net borrowing from our revolving credit facility, compared with a net increase during the first nine months of 2020 of $47.6 million, due the economic uncertainty in the 2020 period. Share repurchases totaled $6.1 million in the 2021 period, compared with $2.7 million for the first nine months of 2020.

Other Matters Concerning Liquidity and Capital Resources

As a component of our credit facility, we maintain a letter of credit facility to satisfy certain contractual obligations. Including $11.3 million of undrawn letters of credit issued under the letter of credit facility, the available balance under our credit facility totaled $287.7 million at September 30, 2021. Our short-term debt obligations typically peak during the first half of each year due to the annual payment of incentive compensation, contributions to retirement plans, working capital fluctuations, and certain other recurring payments, and generally decline during the balance of the year. However, certain events, such as the COVID-19 pandemic, could impact the level and timing of our short-term debt obligations in the future. The balance of short-term borrowings represents amounts under our credit facility that we expect, but are not required, to repay in the next twelve months. Long- and short-term borrowings outstanding, including current installments and finance leases, totaled $140.6 million as of September 30, 2021 compared with $113.6 million at December 31, 2020.

Our liquidity is defined as cash on hand and borrowing capacity under our then Amended and Restated Credit Agreement with Wells Fargo, as amended (the “Credit Agreement”) based on our trailing twelve month EBITDA, as defined in our Credit Agreement. At September 30, 2021, we had $36.9 million of cash on hand and, based on trailing twelve month EBITDA, additional borrowing capacity of $197.2 million, resulting in total liquidity of $234.1 million at September 30, 2021. We have not applied for governmental loans to support the Company’s operations but did take advantage of certain aspects of the CARES Act in 2020, such as the deferral of payroll tax deposits. In addition, there are numerous international legislative responses that we continue to evaluate, such as the CEWS program where we have received a benefit during 2020 and 2021.

As discussed in Note 14, "Subsequent Events" included in Item 1 and "Other Items" included in Item 5 of our accompanying unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q, on November 5, 2021, the Company entered into a Credit Agreement that replaces our Amended and Restated Credit Agreement dated of October 11, 2017. Proceeds from borrowings under the Credit Agreement were used to repay all amounts outstanding under the Prior Credit Agreement.

Defined Benefit Pension Funding and Cost

We sponsor a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan"), three defined benefit pension plans in the U.K., and defined benefit pension plans in the Netherlands, Norway, Germany, and the Philippines. Effective December 31, 2002, we froze our U.S. Qualified Plan. Our frozen U.S. Qualified Plan and U.K. plans were underfunded by $51.6 million and overfunded by $36.8 million, respectively, at December 31, 2020, based on accumulated benefit obligations of $448.6 million and $267.2 million for the U.S. Qualified Plan and the U.K. plans, respectively.

For the nine months ended September 30, 2021, the Company made $9.0 million in contributions to its U.S. defined benefit pension plan and $0.5 million to its U.K defined benefit pension plans. During the comparable period in 2020 the Company made $3.0 million in contributions to the U.S. defined benefit pension plan and $0.5 million was contributed to the U.K. defined benefit plans. The Company does not expect to make any additional discretionary contributions to its U.S. defined benefit pension plan or its U.K. plans during the remainder of 2021. Anticipated funding for the other international plans is not significant.

Dividend Payments

Our Board of Directors makes dividend decisions from time to time based in part on an assessment of current and projected earnings and cash flows. During the nine months ended September 30, 2021, we paid $9.6 million in dividends. Our ability to pay future dividends could be impacted by many factors including the funding requirements of our defined benefit pension plans, repayments of outstanding borrowings, levels of cash expected to be generated by our operating activities, the impact of the COVID-19 pandemic on our business, and covenants and other restrictions contained in any credit facilities or other financing agreements. The covenants in our existing credit facility limit dividend payments to shareholders.

Financial Condition

Other significant changes on our unaudited Condensed Consolidated Balance Sheet as of September 30, 2021, compared with our unaudited Condensed Consolidated Balance Sheet as of December 31, 2020 were as follows:



Unbilled revenues increased $19.0 million excluding foreign currency exchange impacts. This increase was primarily due to an increase in weather related activity in the U.S., U.K. and Australia in our Crawford Loss Adjusting and Platform Solutions segments.

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

Accounts payable and accrued liabilities increased $6.8 million excluding foreign exchange impacts. The increase is primarily due to the timing of employee incentive payments and increase in accrued compensation related to Hurricane Ida activity.



Accrued retirement costs decreased $13.2 million excluding foreign exchange impacts. The decrease is related to increased contributions to our U.S. defined benefit pension plan in 2021 and the timing of annual payments such as our 401K match program.

At September 30, 2021, we were not a party to any off-balance sheet arrangements which we believe could materially impact our operations, financial condition, or cash flows.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, we have certain material obligations under operating lease agreements to which we are a party. The Company records operating lease-related assets and liabilities on our unaudited Condensed Consolidated Balance Sheets.

We also maintain funds in various trust accounts to administer claims for certain clients. These funds are not available for our general operating activities and, as such, have not been recorded in the accompanying unaudited Condensed Consolidated Balance Sheets. We have concluded that we do not have a material off-balance sheet risk related to these funds.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Except as set forth below, there have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

New Accounting Standards Adopted

Additional information related to adoption of accounting standards is provided in Note 2 to the accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q.

Pending Adoption of New Accounting Standards

Additional information related to pending adoption of recently issued accounting standards is provided in Note 2 to the accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of quantitative and qualitative disclosures about the Company's market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended December 31, 2020. Our exposures to market risk have not changed materially since December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. The Company's management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

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As of the end of the period covered by this report, we performed an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at providing reasonable assurance that all information relating to the Company (including its consolidated subsidiaries) required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this report, the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020 could materially affect our business, financial condition, or results of operations. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company's share repurchase authorization, approved on May 9, 2019 by the Company's Board of Directors, provided the Company with the ability to repurchase up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2020 (the "2019 Repurchase Authorization"). The Company’s Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2021. Under the 2019 Repurchase Authorization, repurchases may be made for cash, in the open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. Since December 31, 2020, the Company has purchased 642,097 shares pursuant to the 2019 Repurchase Authorization. As of September 30, 2021, there were no more shares authorized to repurchase under the 2019 Repurchase Authorization.

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May be Purchased Under the Plans or Programs
Balance as of June 30, 2021								304,932
July 1, 2021 - July 31, 2021
CRD-A		79,215	$	9.90		79,215
CRD-B		20,785	$	9.63		20,785
Totals of July 31, 2021								204,932
August 1, 2021 - August 31, 2021
CRD-A		195,170	$	10.22		195,170
CRD-B		9,762	$	9.93		9,762
Totals of August 31, 2021								—
September 1, 2021 - September 30, 2021
CRD-A		—	$	—		—
CRD-B		—	$	—		—
Totals as of September 30, 2021		304,932				304,932		—

Item 5. Other Information

On November 5, 2021, the Company, along with certain of our international subsidiaries as co-borrowers (together with us, collectively, the “Borrowers”) entered into a five year Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as, among other capacities, Administrative Agent and a lender, and other lenders party thereto.

Under the Credit Agreement, the lenders have agreed, subject to certain terms and conditions set forth therein, to provide to the Borrowers with a $450 million multicurrency revolving credit facility (the “Revolving Facility”) maturing in November 2026. The five year Credit Agreement also permits, subject to conditions stated therein, increases in the Revolving Facility in a maximum aggregate principal amount of up to (a) $250 million plus (b) an additional unlimited amount so long as, for purposes of such additional unlimited amount, our Consolidated Total Leverage Ratio (as defined in the Credit Agreement), as of the most recently completed fiscal quarter, is less than or equal to 2.50 to 1.00 on a pro forma basis. Notwithstanding the foregoing, the Borrowers that are our international subsidiaries are subject to lower borrowing limits.

The Credit Agreement replaces our Amended and Restated Credit Agreement dated of October 11, 2017 (the "Prior Credit Agreement"), among us, the other Borrowers, Wells Fargo Bank, National Association, as, among other capacities, administrative agent and a lender, and certain other lenders. A portion of the proceeds from borrowings under the Credit Agreement on November 5, 2021, were used to repay all amounts outstanding under the Prior Credit Agreement.

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Under the Credit Agreement (a) interest on base rate loans will be charged at varying rates computed by applying a margin ranging from 0.00% to 0.625% over the applicable base interest rate (which is defined as the greatest of the prime rate, a specified federal funds rate plus 0.50%, or a specified Eurocurrency rate), depending on our Consolidated Total Leverage Ratio as of the most recently completed fiscal quarter, and (b) interest on Eurocurrency-based loans, alternative currency-based loans and fees for letters of credit will be charged at varying rates computed by applying a margin ranging from 1.00% to 1.65% over the applicable rate or as such fees, as the case may be, depending on our Consolidated Total Leverage Ratio as of the most recently completed fiscal quarter. In addition, we will be required to pay a commitment fee ranging from 0.15% to 0.25% per annum depending on our Consolidated Total Leverage Ratio as of the most recently completed fiscal quarter on the unused portion of the Revolving Facility.

Our obligations under the Credit Agreement are guaranteed by Crawford & Company EMEA/A-P Holdings Limited, Crawford & Company Adjusters Limited and our material domestic subsidiaries (all of the foregoing, collectively, the “Guarantors”), pursuant to the Guaranty (as defined in the Credit Agreement) and secured by a security interest in substantially all of our assets and substantially all of the assets of the Guarantors pursuant to the Security Agreement (as defined in the Credit Agreement), subject to certain exceptions detailed in the Credit Agreement, the Guaranty and the Security Agreement. Certain of the Guarantors have entered into other collateral documents governed by non-US law in addition to the Security Agreement.

The Credit Agreement contains customary affirmative and negative covenants for secured credit facilities of this type, including, without limitation, (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on investments and acquisitions, (e) limitations on the payment of dividends and share repurchases, (f) limitations on mergers and (g) maintenance of a maximum Consolidated Total Leverage Ratio of 4.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00.

The Credit Agreement contains events of default customary for secured credit facilities. If an event of default occurs and is continuing, the lenders may terminate and/or suspend their obligations to make loans and issue letters of credit under the Credit Agreement and/or accelerate amounts due under the Credit Agreement and exercise other rights and remedies. In addition, upon the occurrence of an event of default, the interest on the outstanding loan amounts and other obligations can be increased by 2.0%. In the case of certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding obligations of the Borrowers will become immediately due and payable.

The foregoing descriptions of the Credit Agreement, the Security Agreement and the Guaranty do not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, the Security Agreement and the form of Guaranty, which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and incorporated herein by reference.
 

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Item 6. Exhibits

Exhibit
No.	Description
10.1	Credit Agreement, dated as of November 5, 2021, among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc. and Crawford & Company (Australia) Pty. Ltd., as borrowers, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Australian Security Trustee, UK Security Trustee, Swing Line Lender and an L/C Issuer, and the other Swing Line Lenders from time to time party hereto.
10.2	Pledge and Security Agreement, dated as of November 5, 2021, by and among the Company, the Company’s guarantor subsidiaries party thereto and Bank of America, N.A.
10.3	Guaranty Agreement, dated as of November 5, 2021, by Crawford & Company, the Company’s guarantor subsidiaries party thereto and Bank of America, N.A.
10.4	Press Release issued by the Company dated November 8, 2021
15	Letter of Ernst & Young LLP
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Crawford & Company
		(Registrant)
Date:	November 8, 2021	/s/ Rohit Verma
		Rohit Verma
		Chief Executive Officer
		(Principal Executive Officer)
Date:	November 8, 2021	/s/ W. Bruce Swain
		W. Bruce Swain
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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